The Amazing Spiderman: A Hunt for Revenge Act 1
by Darkness Rising Stories
Summary: In the wake of Gwen's death, a broken Spiderman vanishes in his hunt for Harry Osborn. Twenty Five years later, Peter returns to find New York a lush rainforest of ruins and Oscorp being the leading power corporation for the whole world. Peter must unite a small band of heroes and even villains to save New York and resurrect the one he loves the most...
1. Awakening

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!  
**

* * *

My name's Peter Parker. My life is falling apart. Ever since Harry killed...Gwen...I've been hunting Harry down for what he did. I'm letting rage overcome me. I don't know if this is what Gwen wanted me to do but, I cannot let Goblin win. I won't let him win. But things haven't gone the way I planned it would. Harry has put together a massive army and of a team of insane people and they have captured me and have put me in some sort of Cryo-sleep for over twenty four years now, but I am still the same age. I don't know what Oscorp is up to, but they are no longer a simple science group. Things have changed; it's more like a military organization now. But when I get out of this sleep, I will find Harry. I will hunt him down and get my revenge. I will kill the Green Goblin. For Gwen Stacey.

* * *

Thunder strikes and rain hails down on the tarmac of a road. Puddles form and water covers the road. The rivers of water lead towards the tall spire like building named Oscorp Tower. The sharp point at the top of the sky where lightning impacts. Soldiers with rifles pace back and forth at the entrance of the large building, the Oscorp Logo imprinted on their uniform. One of the Oscorp soldiers turns to the other. "Hey, you know how long Spiderman's been in that Cryo-tube?" The soldier asked.

"Yeah, around twenty five years. I've lost count!" The soldier chuckled.

"You think anyone misses him?" The other soldier asked.

"Doubt it." The other soldier responded. In the darkness, a pair of figures sprint through the darkness like predators stalking prey. One of the hunters uses the shadows like shroud, grabbing the head of one of the soldiers and twisting, snapping the spinal cord in his neck. The figure hauls the corpse of the solider into the gloom of the buildings. A smaller silhouette does the same, breaking the neck silently and dragging the corpse into the dark. The figures walk inside of the tower from the rain. A woman with white hair and a skin tight black outfit. With red lips and green eyes. And the other is a muscular man with scars on his head and short hair. A threatening figure with a semi-automatic shotgun on his back. And in his hand is a Glock 17 semi-automatic pistol. With a black outfit and an interesting skull imprinted on his chest.

"Where now Frank?" The woman asked. Frank Castle, also known as the Punisher turns to her. The woman is Felicia Hardy, also known as the Black Cat. A professional thief who had once worked for Harry Osborn.

"He must be at the top of the tower. That's where my scanner's picking him up." The Punisher said.

"This place will be filled with guards; there must be a junction box nearby to shut the power off. That will give us a better chance of sneaking to him." Black Cat said. Punisher looks around for cables on the wall that could lead to the Junction Boxes of the power supply in the building. He looks at the wall to see a long cable leading across and into different hallways. He shoves the woman with his elbow.

"Look." Punisher whispered, pointing at the cables on the wall. "Is that what you're looking for?" Frank asked.

"Looks promising." She said. "When the power's out, that's the all clear then we get to the roof." Felicia said.

"Got it." Frank said. Black Cat sprints through the building, stopping against the wall to see a guard on the other side, no Junction Box in sight but the cable is still going down this hallway. She whistles to the guard down the hallway, her retractable claws emerge from her gloves. The guard turns to the sound of a feminine whistle. The guard sighs.

"What now?" The guard wondered, walking over to the source of the whistle. As the guard walks round, Felicia grabs the guard by the mouth, sinking her claws into his neck. She hushes him and kisses the man on the cheek. The guard collapses in pain and shock. She snaps the guard's neck, killing him. Felicia drags the corpse of the guard into a maintenance closet. She carefully closes the closet and continues her journey. She follows the cables carefully, checking every single area for a junction box. She stops to see a section with four different hallways with cables like the one she has been following this whole time. They all direct towards one specific hall, the left one.

"I'm gonna say it's this way." She said, following the cables. She turns to find a large maintenance closet with the junction box inside. She checks the box, shutting it down. The power suddenly dies.

* * *

The Punisher opens his eyes as the lights shut off. She sprints up the stairs towards an area in the building that they can grapple onto. He pulls out a portable grappling hook, aiming at the rooftop entrance bridge. He launches the hook up into the bridge. The hook tightens on the bridge and Punisher slams the other end down on the ground. He hooks his chest plate onto the cable. Roping his way up the wall. Black cat arrives and climbs up below him, hooking her suit to the cable; she brushes her long white hair out of her eyes. They continue to climb up the wall. Suddenly the lights flash back online from the blue. "What the hell?" Punisher said. "I thought you said it would take longer." He whispered.

"They must have really good electricians then." Black Cat said.

"There's no way we can make it up with the power on Felicia. Time to go loud." Punisher said. Frank reaches into his back, an explosive mine inside. He activates the timer and sticks it on the wall, using a gadget that can tell him what is on the other side of the wall. Felicia pulls the cable back, freeing it. The both push back, swinging back. The mine explodes as soon as Frank clicks the detonator. The detonator explodes and they both swing through inside. Frank rolls across the floor, standing in between two stunned guards, pointing both of his pistols at them, firing a pair of bullets into their skulls. The two guards fall to the ground, bullets imbedded in their skulls. He drops his two pistols on the ground and pumps his shotgun, firing a blast of shrapnel into the body of another soldier. Black Cat grabs the two pistols on the ground and fires some rounds into the soldiers. Frank unsheathes his large combat knife, slamming it into one of the soldier's collarbone. The soldier chokes on his own blood. Black Cat slides her leg across the legs of a soldier, shooting him in the head, spinning the pistols round and blowing the smoke away from the barrel. She blows her hair out of her eyes. She stands up, giving the pistols back to Frank. Frank holsters his two pistols. "We need to move, there's no doubt in my mind that they just heard that." Punisher said.

"What's the plan?" Black Cat asked.

"We need to take the longer route." Frank said. Frank looks over the hall to see a large collection of catwalks, bridges and stairs. "This will be fun." Frank said.

"Wait, Tom, can you link you controls to the power in this building?" Felicia asked.

"Sure thing." He responded over their radios.

"I forget we have him most of the time." Punisher said. "Alright, shut the building down on checkmate."

"Got it." Tom said.

* * *

They walk continuously through the building. No guards for a while. It's quiet, too quiet. "Where the hell is everyone? I thought this place would be armed to the teeth." Felicia said, looking around.

"It's a trap. I know it." Frank said, using the knowledge of an environment from his military years. Behind them, a holographic image forms, pixels building an image. It forms the image of a man on a glider. The man is Harry Osborn. The Green Goblin. With a cigar in his right hand.

"Frank Castle." Harry's projection said. Frank swings round, aiming his pistol at the hologram. Felicia turns as well. "And the pretty Felicia. I must say I did not expect to see you helping him." Harry said.

"I'm done helping you Harry." Felicia said. Harry scoffs.

"When did you start?" Harry chuckled. Smoking his cigar.

"Show yourself Osborn." Frank demanded.

"I'm guessing that you're here for my prize?" Harry asked.

"Where's Peter?" Frank demanded.

"Where's the fun in that? Just telling you? Oh no Frankie, you need to find him. I will give you a hint though; it is where you have been heading." Harry said.

"The roof." Frank said.

"Yes." Harry said. "But don't think finding him will be easy peesy lemon squeezy. Because it won't." Harry said.

"You're lucky that this is hologram or I would shoot you between the eyes." Frank said. The hologram suddenly vanishes. Harry zooms past them in reality, his glider roars as he soars round them. Harry cackles maniacally as he hovers before them on his glider. He opens out his arms.

"Here I am Frank." Harry said. As he holds his arms out, above him on the floor above, more Oscorp soldiers aim their rifles at the two. "And so are they." Harry laughed. Frank looks at one of the cables.

"Checkmate." Frank said. Suddenly the lights cut out, per their friend Tom's help. They both sprint for the elevator, knowing that the backup generators will come back online soon. Harry laughs with pure insanity, blasting towards them, the green glow of his glider being the only hint of his movement. They both run inside of the elevator. The elevator zooms upwards. Harry glides after them, laughing. Frank launches a cloud of shrapnel from his shotgun straight at the Goblin. Harry yells in pain, grabbing his left shoulder. Other shell shrapnel gets jammed in the jets of the glider. Flames belch out from the glider.

"We'll meet again! Punisher!" Harry yelled as his damaged Glider spins out of control. Harry bounces along the catwalk, grunting. A soldier runs over to him.

"Are you okay my lord?" He asked.

"Get your filthy hands off me!" Harry yelled, slitting the soldier's neck with his jagged wrist blades. He kicks the soldier off the catwalk. Harry snarls, standing up, looking at his wound in his arm. He turns to another soldier. "Stop them, kill them I don't care. Peter Parker doesn't get awakened!" He ordered.

* * *

The elevator arrives on the roof. Rain batters against the roof and the wind is torrential. Punisher and Black Cat run out, looking around on the roof. The exact place where Peter Parker fought Curt Connors many years ago. Black Cat's once fluffy hair now is being soaked from the ice cold rain. They run around frantically. Black Cat stops. "How are we gonna find him?" Felicia asked.

"A Cryotube!" Punisher said. He looks around. "Come on, Goblin's smart, where would he put a pod?" Punisher mumbled, looking around. He stops, looking up at the spire where the antidote was fired. "There! Try there!" He said, pointing at the spire. They both run towards it. As they run over, they search the spire. But they will find absolutely nothing.

"What if Harry was lying?" Felicia asked.

"There's got to be something!" Punisher yelled, sending his fist into the spire. Sparks emerge from the spire, along with frosty mist. Mist that is mainly found from cryogenic slumbers. Punisher walks over to the dent, feeling the cold chill, cold enough to put someone in a slumber for twenty five years. "We need to get this thing open!" He said.

"How? Rip it off?" Black Cat asked.

"No, the sudden _wake up _would kill him; we need to thaw him out." Frank said. He turns to a console which looks like an elevator console. Punisher walks over to the console, searching through consoles. Coming across a file called, _Secret Project_ in a tiny folder. His military training allowing him to notice it. He selects the small folder. He presses his finger on the _Thaw Out_ selection. The spire base opens up and the ice casing the Spiderman slowly melts down. Black Cat walks up to it, looking at the Spiderman resting. All of a sudden, Peter smashes through the ice casing, grabbing her by her neck tightly. She strains, gasping for air, grabbing Peter's arm. Peter smashes his way out of his Cryo-pod. He looks into Felicia's eyes; the white eyes suddenly look very menacing. Punisher runs over to the hero, who has been losing his mind from the loss of the woman he adored. "Peter! Stop!" Frank yelled, aiming his pistol at him. Peter stares straight at Frank.

"How do you know my name?" He demanded, dropping Felicia on the ground.

"We've been looking for you for some time now Peter, we knew that only you could have survived that Spider venom since they are sharing your DNA. That's why it didn't work with Harry." Frank explained. Peter tenses and clenches his fists so tightly at the name. Felicia coughs.

"Yeah, we have." She grunted, grabbing her throat.

"Gwen? She?" Peter said, a sniffle appearing.

"I'm sorry, but our leader back at base has a lot of information for you." Punisher said. Suddenly the roof explodes and Oscorp soldiers rappel up, firing rifles at them. "Damon! Where is that chopper?" Punisher yelled.

"I'm inbound!" Damon said. Peter turns to see the glider riding Goblin, Harry Osborn behind him in-between the crowd of soldiers. Flashing, horrific images of Gwen falling to her death flash through his mind, the horrific laughs of Harry echoes throughout. Peter yells, running towards Harry. Punisher grabs Peter.

"No! You'll get your chance!" Frank said.

"He killed her! Gwen! I'll kill you Harry!" Peter yelled.

"That's the Peter Parker I like. You know, Gwen had total faith in you. And then you killed her. With your little spider webbing. The sudden stop!" Harry laughed.

"No!" Peter cried his eyes bloodshot inside the mask from tears. Behind them, a Chinook helicopter rises up, the loading bay opening up.

"Everyone in! Go!" Punisher yelled, pulling the rage filled Parker inside of the aircraft. Black Cat follows after him, jumping inside. The Chinook closes up and the double propeller helicopter glides away. The Green Goblin watches the helicopter fly away. He cackles menacingly.

"Go after him!" One of the soldiers yelled.

"Oh no, let's give bug boy a fighting chance." Harry laughed. "Watch his hope get taken away even more." He snarled.

"No! We can kill him now! You're not worth it Goblin!" One of the soldiers yelled, throwing his rifle aside and storming off. Harry grabs one of the soldier's guns and launches a barrage of bullets into him, dropping him. The soldier falls down the hole, plummeting to the bottom. Harry turns to the others, the AK47 still in hand.

"Anyone else want to question me?" He asked.

"No sir!" All of the soldiers said.

"Good." Harry said, throwing the AK47 back to one of the soldiers that he took the rifle from. Harry looks back at the Chinook fleeing. "Run Peter, run. You have only prolonged the inevitable." He snarled. His green eyes glow intensely.

...


	2. Welcome to New York

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

The Chinook lands down in an abandoned Stadium. The Helicopter slowly lands on the AstroTurf. The propellers slow and whine down to a halt. The cargo hold of the helicopter opens up, Frank and Felicia walk out of the helicopter. Peter sits inside of the Helicopter, contemplating to himself. The pilot, Damon sits beside him. "Hey Spiderman. We've been looking for you for a long time." Damon said. Peter remains silent, the mask hiding his emotions. He just stares at the steel floor. "Peter, I know you're suffering at the moment. But we need you now. More than ever." Damon said.

"How long was I in that pod for?" Peter asked.

"Twenty five years." Damon said. Peter staggers aside from that, pressing his hand against the wall. Breathing heavily.

"Twen...twenty five years?" Peter stuttered.

"I know this must be a shock to you. But Oscorp has changed. Our leader Thomas will brief you on what's happening here." Damon said.

"What did you say your name was?" Peter asked.

"Damon. Damon Nedry." Damon said, walking away. Peter takes his mask off, exhaling. Tears down his face. He reaches into his bag that he was carrying that day. An M9 Pistol inside and an old photo. He looks at it. The photograph of him and Gwen together. Holding one another, kissing one another. His lip trembles, then breaking down into tears. He turns to see Gwen sat beside him, smiling adorably beside him. He goes to reach for her, but she fades away like a cloud of gas. A ghost. He places the picture inside his back, pulling his mask back on. He zips his bag up, walking out of the Chinook. He looks at the ground, grass grown from Earth penetrating through the AstroTurf. He walks towards the stadium exit where Damon went. The people that are being soldiers are normal people, Pizza delivery men and construction workers. Even children. He looks around and what has happened. Following the footsteps of Damon, he enters a room with plasma screen televisions all hooked together. One man speaking at once. Felicia sees that Peter is inside, Peter removes his mask.

"Tom." Felicia said. Only for Tom to continue to talk on the radio. "Welcome home!" She laughed sarcastically. "Tom." She repeated, grabbing his shoulder. Tom turns, revealing his aged face. But a face that Peter recognizes. Thomas Eugene Flash. Once a School Bully to best friend.

"Flash." Peter said.

"Peter." Flash said.

"I see you discovered my secret." Peter said.

"Yeah and...I'm sorry about Gwen. I may be twenty five years late but for you; it was only a few weeks." Flash said. "You look good though." Peter chuckles slightly. "Come with me." Flash said. They both walk through the stadium.

"Could you please tell me what's been going on?" Peter asked. "What's going on with Oscorp?" Peter asked.

"Of course you don't know. Harry Osborn has turned Oscorp into the biggest power company in the world. If people don't work for them, they are left to die. Like us. We're the resistance. We're just people. We steal what we can from them." Flash explained. They walk onto the roof of the stadium. "But New York? Well, have a look. Welcome to New York, version Two Point Zero." Flash said. As they both walk out, Peter is utterly shocked.

* * *

New York is an overgrown, decaying wasteland. The only building that seems in good condition is Oscorp tower and the area around it. Birds fly through the air in their new environment. "What have they done?" Peter asked, looking around at the dying city.

"Oscorp happened Pete." Flash said. "Ever since they captured you, shit hit the fan here. They turned into a powerful military corporation. They left New York to ruins because of some power source." Flash said.

"Power Source? What kind of power source could do this?" Peter inquired.

"No Pete, you're not getting it. They're using the environment. It's economic to the environment I can tell you that." Flash explained.

"They're using the trees?" Peter asked.

"Yeah, it's clever. I think Doctor Octavius has something to do with this." Flash said. "And also, there's one more thing. There's something you want, someone." Flash said. Peter looks straight at Flash.

"Someone?" Peter asked.

"Well, Oscorp has some sort of device that they have built. I don't think Harry even knows about it yet otherwise he would have already used it. It's in the tightest of security that we know of." Flash said.

"What are you getting at?" Peter asked.

"This machine has a substance in it that can regenerate a life form. A human being to be exact. Gwen Stacey? If you help us stop Oscorp, we'll get you that device, and you can have Gwen back." Flash said. Unable to believe what he just heard, Peter staggers back.

"I can see her again?" Peter asked.

"Yeah." Flash said, smiling. "I just wish there wasn't only one substance." Flash said.

"It's never easy." Peter responded with a deep sigh.

"I know, if Harry got that device though. He could bring back Norman Osborn. He found out that they are both compatible with the suits that Harry is using to keep him alive. If Norman got that, he is far more intelligent than his son; we wouldn't stand a chance against him. The true Goblin." Flash said.

"Where do we start?" Peter asked. Flash chuckles.

"You know, I am truly sorry for bullying you all those years ago." Flash said.

"What's done is done pal." Peter said. Flash nods at him.

"Okay, to start. We need to get some team members. There's this guy, inspired by you maybe, he's a vigilante. He goes by the name of the Prowler. He will be helpful to our cause. And one other guy, one you fought before. Doctor Curt Connors." Flash explained.

"Connors?" Peter asked. "The Lizard?

"I know what you're thinking, but trust me. We've been keeping tabs on him in prison. He's managed to control his power. Because Curt himself is not evil. If you can convince him to help us, it will really help us defeat them?" Flash explained.

"Why Connors?" Peter inquired.

"Because the device that can save Gwen, your father and Connors made it. We don't know anything else, that's why we need him. And his Lizard form will be helpful in combat if he discriminates his enemies." Flash explained. "But who you get first is up to you." Flash said.

"Curt is in a maximum security prison. It will take some doing breaking him out. I can't just bail him out. We need him now." Peter said.

"Well, Frank Castle and my girlfriend Felicia Hardy, you've already met them will be happy to lend a hand." Flash said.

"Okay, I'll get the team updated." Peter said. Peter turns to walk away to his team.

"Hey Parker!" Flash yelled. Peter turns to him. "Good to have you back." Peter nods at him, walking inside.

...


	3. Breaking out Connors

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter walks down the steps in the stadium towards the first people he met in this new world that he has awoken into. Frank loads shotgun shells into his semi-automatic shotgun. The scarred soldier looks straight at the Spiderman. Felicia enters as well, looking at the broken, but still strong man. Now seeing a slight piece of hope. "Okay." Peter said. "We're going after Curt Connors." Peter said. The Punisher who is currently drinking an old rusty cup of water sprays the water from his lips.

"Connors? Lizard guy?" Frank asked. "Is that the dude you're talking about?" He asked.

"I know what you're thinking, but we can trust him. The man himself isn't a monster. It was the Lizard. But according to Flash he can control it now." Peter said.

"And why exactly do we need him?" Felicia asked.

"He knows the security codes and how to work Oscorp equipment. He did make them of course." Peter said. Felicia and Frank are not idiots; they know that there is something personal behind his reasons.

"There's something else isn't there?" Felicia asked. Peter sighs.

"Flash just told me that there is some sort of device in Oscorp which is so hidden that even Harry doesn't even know where it is. He probably doesn't even know it exists. But Curt Connors does know and he built it." Peter explained.

"Is this to bring Gwen back?" Frank asked, already knowing the answer. Peter nods. Frank chuckles.

"Well then. Let's get to work then." Frank said, jumping off of the bench he was sitting on. He pumps the shotgun with one hand.

"I know where he is in the prison, I'll go my way, if the guards give you any trouble, well, just do what you do best." Peter said. Peter looks at his web shooters, still in one piece and working. He looks at the collection of trees that he can now use to his advantage. Peter pulls his mask down. He launches a web onto one of the branches. He swings high in the sky, launching another web to the other trees.

* * *

At a Maximum Security Prison in the city, Peter webs onto the side. Crawling along the overgrown walls. He peers through the window, seeing multiple cells with hundreds of inmates. But Peter is looking for only one. He looks behind him to see the Resistance Chinook landing inside of the woodland which was once a small town. His two teammates arriving on location. Peter carefully opens up the window, crawling inside. He looks around, inmates chatting with one another. These people, they talk and act like normal people. They all look at Spiderman for a moment, and then return to their conversations. It can be easy to think that these men and women have done nothing wrong. But they clearly have been in here for committing horrific terrors. Peter searches each cell, inmate after inmate. Peter stops to here the heavy footsteps of a security guard. Peter crawls round the side of the catwalk, but it won't be enough, he can't go under otherwise the guards beneath will see him. As the guard turns to the hallway that Peter is in, an inmate calls to him. "Hey Jackson!" One of the inmates called. Peter looks at the inmate in the cell opposite to the one that the inmate who called the guard was in. The inmate gestures to Peter to keep moving. "How's your boy doing?" The inmate asked the guard.

"It was his birthday yesterday Max. He's fifteen now." The guard said.

"Well, send him my best wishes." The inmate said. As Peter listens to the friendly conversation, he briefly wonders if people like Harry could turn like this. _No! Harry is a monster! He murdered Gwen! He doesn't deserve a second chance. _Peter thought to himself. Peter crawls back into the hall and walks round the corner into the next set of hallways. He looks around in every corner. As he looks into one corner, he sees someone he couldn't believe. He sees Gwen's father. Staring at him with betrayal in his eyes. Peter shakes it off and sees that it's just an average inmate sitting inside his cell reading a book. He turns behind him, looking into the cell. Inside the dark cell, there he is.

Curt Connors.

Sat inside the cell, contemplating. "Doctor Curt Connors?" Peter asked. Curt looks up at him. Connors has a stubbly beard and long hair from his twenty five years in prison.

"Peter?" Curt asked. "What are you doing here?"

"I'm here to get you out." Peter said. Connors laughs to himself.

"You can't. I will serve my time as a criminal. That is what I am." Curt said. "Forget about me Peter. Live your life with Gwen." Curt said, unaware of her death. Peter breathes in deeply.

"She's dead Curt." Peter said in a lot of grief. Curt looks directly at Peter, eyes widened.

"What?" Curt asked.

"Murdered by Harry Osborn." Peter said, bringing a tear to his eye from saying those words. Curt clenches his hand into a fist.

"Such a sweet girl. Why?" Curt wondered.

"Because of me. I didn't give Harry my blood, he was dying and he believed that if I gave him my blood it would cure him. But, it wouldn't the venom in my blood from the spider overwhelmed him and changed him. And he sought to take my hope away from me. And he did. He dropped her Curt. Into a clock tower. I tried to save her but. I wasn't fast enough. My web broke her neck." Peter sniffled.

"I am truly sorry Peter, if I knew how to help you I could." Curt said.

"What about that device you and my father made? The one that can regenerate an entire human being?" Peter asked. Curt looks back at Peter.

"How do you know of that?" Curt wondered.

"The resistance awoken me from some sort of Cryosleep today and they told me that they did some research on my father's notes that was left behind and he spoke of this regeneration device." Peter explained.

"The Revival Device? Yes. If Harry hasn't used it already yes, you could save Gwen but you need to bring Gwen to the device. How long ago did she die?" Curt asked.

"You know I said I was put into Cryosleep? Yeah, that was for twenty five years after her death. I was angry, I was hunting Harry but he tricked me and captured me. She died twenty five years ago. But it only feels like a few weeks for me." Peter said.

"Well, you will need to find another device we made then, if it still exists. We used it to regenerate the tissues of a subject if it got damaged. The Revival Device will not work on her body if it is not regenerated completely. This device only fixes the wounds but won't restart the heart. That is where Revival will come in." Curt explained.

"We need to get you out of here Connors. We need you. Both of you." Peter said. Curt looks straight at Peter. "I know you've learnt to control the lizard within you. The injection is now imbedded in your DNA isn't it?" Peter asked.

"Yes." Curt said. "But they designed this cell specifically to keep me inside." Connors said. "You need to cut the power." Curt said. Peter places his fingers on his ear.

"Do it." Peter said.

"Okay." Felicia said. Suddenly the power shuts down; his cage like cell loses power. Curt stands up, walking out of his cell. They both run through prison, trying to find an exit. They run down the stairs to find a group of Oscorp guards aiming rifles at them.

"Curt, do you discriminate enemies?" Peter asked.

"I do." Curt snarled. He falls to his knees. His skin transforms into the scaly green skin of the Lizard. His eyes morph into the reptilian eyes; they pupils become thinner and thinner. A tail emerges from his body and sharp claws emerge from his fingers. He tears his prison outfit away, roaring at the guards. The Guards scream, shooting the giant lizard. The bullets impact his skin but do absolutely nothing since his skin regenerates immediately. Curt stares directly at the guards, slamming his fingers right through one of the soldiers. As he does it, it gives Peter flashing memories of when the Lizard did this to Gwen's father. Connors grabs one of the soldiers by his head, tightening his grip on the man's head. The soldier screams in pain as the pressure pushes blood out of his nose and his eyes. The head collapses into itself, red blood exploding everywhere with flesh, skin, skull fragments and brain across the floor. Blood covering the giant Lizard's hands. Peter staggers in shock at all of the blood. Connors bellows at the soldiers, striking fear into their hearts like a dagger. The soldiers flee, dropping their guns. The enraged Lizard roars at them. Connors walks over to one of the dead guards, taking his cloths. The Lizard walks into an armory of the prison, slamming the door shut.

* * *

A moment afterwards, the door opens up again and Connors walks out, wearing the uniform of the guard. Slightly covered in blood on the collars. Curt walks up to Peter. "I hope I didn't scare you Peter." Curt said.

"Nothing I've seen before." Peter said.

"Sorry." Curt said. "What now Peter?"

"You come to the Resistance and tell us about the Reviver." Peter said.

"I will help you Peter. Gwen didn't deserve to die." Curt said.

"No, she didn't." Peter said.

"I am sorry Peter. But you have to realize something. Harry isn't alone. They came to me many times before, trying to join his alliance. Doctor Octavius, Mysterio and many more. And two other people, they go by the names of Venom and Carnage. But I haven't seen them." Curt explained.

"We're outnumbered?" Peter asked.

"Outgunned, outsmarted out-everything." Curt said. Peter sighs. The Punisher and the Black Cat run inside of the prison.

"Peter! We need to get to the chopper! We've got Oscorp incoming!" Frank called. They both stop and look at the professor. "Doctor Connors."

"Hello." Curt said, not sure of whom the person is that he's talking to.

"Is it true? You can get us into Oscorp and get us into the places we need to go?" Felicia asked.

"Well, I need to find the codes to activate the Reviver. But yeah, I remember them." Curt said.

"Then you can come with us Curt." Frank said.

"We need to move." Felicia said, walking away towards the exit. As she walks towards it, the doors blast open, sliding along the ground. She rolls across the floor, dodging the doors. A large squad of Oscorp soldiers enter, yelling. Felicia hides behind the wall. Curt and Peter do the same and Punisher hides on the other side, shotgun in hand. A man walks inside with the soldiers, a very large man in a white suit and a cigar sat between his fingers. A bald head. The soldiers look around. Flashing their flashlights. The overweight man laughs, smoking his chubby cigar.

"Spiderman? I know you're here you little wall climber." He said. "If you don't know, my name is Wilson Grant Fisk. You may call me Kingpin." Kingpin said.

"Shit." Frank whispered. "Kingpin."

"Why do you hide Spidy?" Kingpin chuckled. Peter musters his strengths and walks past Curt.

"Peter!" Curt said. Peter walks out in front of the team of Oscorp soldiers. Kingpin laughs.

"Look at that, the legendary Spiderman." Kingpin said, throwing his cigar on the ground. Peter looks up on the catwalk above them, inmates that managed to escape their cells when the power was cut out. They all hold flammable materials, holding it in front of the group of Oscorp soldiers. "Too bad about the blonde you know. She could have kept my boys entertained when nothing's going on." Kingpin laughed. The inmates light the fabric on fire with a flint and steel. The tied up fabric forms a line of flames. Peter lightly nods at the inmates. The inmates all drop the fabric in front of the soldiers. The bright flames distract the soldiers. The Punisher aims straight at the soldiers, firing his shotgun at the unfocused soldiers. The spray of shotgun shells impacts one of the soldiers, launching him in the air. The soldier rolls on the floor, shrapnel wounds in his chest. Kingpin flees, abandoning his soldiers to the Resistance. Frank fires more shotgun shell fragments at the soldiers. Peter fires a web onto the ceiling, swinging over the blaze. As Peter lands, his face meets the fist of Kingpin. Peter collapses in pain. Kingpin grabs Peter and tightens his grip on Peter, crushing the boy. "A small percent of my body is fat. Would you like me to show you what the large percent can do?" Kingpin said, crushing Peter. Peter gasps for air as his lungs are constricted. Black Cat leaps onto the back of the massive man, digging her claws into his skin, but the claws do little effect to his massive muscle mass. Kingpin yells, reaching for the tiny woman compared to his mass. Kingpin grabs her by her fluffy white hair, throwing her over his shoulder. Peter coughs as he breathes in more oxygen to regain his strength. Peter launches a web into Kingpin's face. Kingpin yells in confusion. Kingpin looks at the gouges in his skin, crimson blood drooling on his skin.

"Cat got your tongue?" Felicia hissed. Kingpin backs off, fleeing. He leaps inside of one of the JEEPs that the Oscorp soldiers arrived in, fleeing like the coward that he is. Peter watches Kingpin escape.

"Coward." Peter groaned.

"He's probably informing Harry on what happened here." Felicia said.

"So Kingpin's in the game now?" Punisher said.

"Wilson Fisk? I know that name. He came to me in Oscorp many times for special equipment." Curt said.

"Probably for this alliance." Frank said.

"Let's just go back to the Resistance." Peter said. "We need to find the Reviver." Peter said.

"Pete, there's more at stake here than just Gwen." Frank said, grabbing Peter's arm.

"Not for me. She's the only hope I have left." Peter said. "I need to find Aunt May." Peter said.

...


	4. Aunt May

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter walks inside of the base with Connors. All of the soldiers end their conversations and stare straight at Connors. They all know that he is the man that once attempted to turn everyone in the city of New York into mutated Lizard people, and they know that he cannot be entirely trusted. "Hello." Curt said. His voice echoes through the silent building. Thomas Flash walks down the stairs from his office.

"Doctor Curt Connors?" Flash asked.

"That's me." Connors confirmed.

"Thank you for complying." Flash said. "Everyone, return to you duties. Curt, Pete, if you two could come with me." Flash said. The Punisher throws his shotgun on the workbench. Peter and Curt follow the leader of the resistance alliance into his office. Flash turns his office chair round, allowing him to sit inside. "I take it Peter told you about why we need you." Flash said.

"Gwen..." Curt said.

"Yes, but not only that, we need your help for getting into Oscorp to shut them down." Flash said.

"I kept all of my codes in my office. But they must have destroyed all of the evidence by now." Curt said.

"They haven't, there's a facility in Alaska which is where they keep all of the files of people that have left or died. We just need to find it." Flash said. "And that's the difficult part." Flash said.

"Curt? About the Reviver..." Peter asked.

"Your father and I, the Cross-Species Genetics wasn't the only thing we worked on. There was the Regenerator that we used to regenerate the organs, tissues and other parts of animals if they were damaged. Well, the Reviver was something we made a long the way for Cross-Species Genetics, but we ran out of time. That's why we only managed to make a single, perfect substance. Your father kept it in the tightest security in Special Projects, somewhere that even I didn't know. After he vanished I searched absolutely everywhere in Special Projects but I found absolutely nothing. Only the spider venom, the suit that can stabilize a body in harmed conditions. The suit that Harry is using. If only I could find your fathers notes on the Reviver I could make more of the serums." Curt said.

"You said that we would need to find Gwen's grave and use the Regenerator so that the Reviver can work." Peter said. "It seems disrespectful doesn't it?"

"If it saves Gwen Peter, does it matter?" Flash asked.

"I guess not." Peter said.

"Peter you said to me that her neck was broken and that was how she died. The Regenerator will regenerate all of her wounds she may have had before, through her entire life. Do you remember the date of when she died?" Curt asked.

"Like the back of my hand. It was the seventh of July twenty fourteen." Peter said, bringing at tear to his eye.

"Okay, that's good. We just need to put in the date to the Regenerator and the Reviver. Don't want her being regenerated into the age I am now would we?" Curt chuckled, trying to joke around with Peter. But Peter does not even let out a giggle. Just a straight stare. "Sorry." Curt said.

"Flash, I need to go and see someone, I'll be back soon." Peter said.

"Everything alright?" Flash asked.

"Yeah. Just need to say hello to someone." Peter said. Peter stands up, pushing his chair under the desk. Flash and Curt continue their conversation on what will need to be done.

* * *

In the Suburbs of New York, Peter Parker walks through the overgrown landscape. Where people still live in these buildings. Their power source relying on the plants in the city that Oscorp has informed the world will be our future. So they have been told. Peter walks around in his average clothing, a brown coat on and a black T-shirt underneath. He walks up some steps to a building. The building of which Aunt May lives in. He knocks on the door, waiting for the door to open up. The sound of footsteps approaches slowly. The door opens up and a young, pregnant woman opens the door. Peter backs up slightly. "I'm sorry is this the wrong house?" Peter asked.

"I don't understand." The woman responded, as confused as Peter is.

"I thought this is the house of May Parker." Peter said.

"It was." The woman said.

"Was?" Peter responded.

"Yeah. I've been living here for five years now." The woman said.

"Do you know where she lives now?" Peter asked. The woman takes a scrap of paper, writing on it with a ball point pen. She gives Peter the paper to him.

* * *

In the Graveyard where Uncle Ben and Gwen were buried. He walks over to Ben's grave, looking to the grave beside his. The grave has the inscriptions _Here lies May Parker. Loving wife and Aunt. _Peter falls to the floor, sitting beside her grave, wiping tears from his eyes. "My anger did this. I wasn't there for you Aunt May. I'm sorry." Peter sniffled. "I'm so selfish." He cried.

"You know, I've lost people I've loved through anger Pete." A man said, Peter looks over his shoulder to see the Punisher leant against an old tree. He walks over to the broken Peter Parker.

"Why'd you follow me?" Peter asked, looking back at Aunt May's grave.

"Flash ordered me to. He knew you wanted to see Aunt May." Frank said.

"What, so then you make sure I don't put a gun in my mouth and blow my fucking brains out!" Peter snapped.

"No actually, I came to tell you that you're not the only one who has suffered loss." Punisher said.

"What do you know about loss?" Peter snarled. "I've lost my parents, my uncle, my aunt! My fucking girlfriend!" Peter yelled at Frank.

"I've lost everyone I've ever cared about. But do you see me giving up? My wife said to me that you never give up. Because as well as you live! So will they!" Punisher yelled back at the enraged Peter. Peter turns to walk away, not listening to what Punisher said. "Peter?" Frank said.

"Leave me alone." Peter said, walking away.

"Peter?" Punisher repeated. "Will you listen for me for just one second?" Frank yelled, grabbing Peter by the shoulder, turning him round. Peter swings round, his fist impacting Punisher's face.

"I'm done with this group. Tell Flash I'm sorry." Peter demanded, pointing at Frank. Frank shrugs the punch off.

"So that's it? The great Spiderman is just gonna give up?" Frank questioned, blood bleeding from his nose. "Is that what Gwen would want you to do? Would May want you to give up?" Peter stops his walk.

"Frank, you are treading on some...mighty thin ice here." Peter snarled, pointing at Frank with fire in his eyes.

"Gwen loved you because you never gave up Peter. This is not the Peter I know. The Peter she knew." Frank said.

"You know nothing about me." Peter hissed.

"I know that you hate Harry and would do anything to have him hanged on the Golden Gate Bridge. I know that you love Gwen more than anything and you want her back. I know more about you than you think. Aunt May thought the world about you. Even on her deathbed." Punisher said. Peter clenches his hand into a fist.

"You do not know me!" Peter bellowed, leaping at Punisher, kicking him in the chest. Punisher slides along the grass.

"Stop this Peter!" Frank demanded. "If you continue on your current path you will be just as bad as the Goblin!"

"Shut up!" Peter yelled, firing a web from his web shooter onto a tree branch, swinging from tree to tree. Frank watches the broken man swinging away.

"Damn it Pete." Punisher said. "Where are you going?" Punisher looks at his holsters; one of his pistols is missing. He looks forward. "Oh no."

* * *

Peter returns to the place that haunts him. The glass roof of the damaged clock tower. He looks down at the destroyed cogs where Gwen fell. Horrific flashing images of her falling. The look of horror in her eyes. The insane laughter of the Green Goblin echoing around him. The echoing crack of her neck breaking when the web's sudden stop breaks her neck. Peter looks up at the moon. "I failed you Gwen. I promised I'd keep you safe." Peter sniffled, dying from guilt and sorrow. Peter pulls out the pistol that he stole from Frank, loading, checking the chamber. A bullet loaded. "I'm sorry Gwen, May, Ben. I failed all of you." He said, pressing the pistol against the side of his head, closing his eyes.

"Stop Peter." Frank said, stood behind him on the catwalk.

"You can't let me join my family can you?" Peter asked.

"I can't bring my family back Peter. There's nothing left I can bring back. But you can still save Gwen." Frank said. Peter thinks to himself. "Just calm down." Frank said. Peter yells in anguish. "No!" Peter pulls the trigger, launching a bullet. Peter moves the gun with just enough room for the bullet to miss Peter's head. Impacting the metal skin of the clock tower. Peter drops the gun down the clock tower, breathing heavily. "Come on Peter, we need to stop Harry." Frank said.

"I know, I'm sorry." Peter said.

"It's alright, you're young. And you're right, you have lost a lot. But not everything. Not unless we get to the Reviver before Harry finds it as well." Frank said. Peter reaches into his bag, pulling out the old photograph of him and Gwen holding one another lovingly. "Peter?" Frank asked. Peter looks over at him.

"Yeah?" Peter responded

"It's not over. Not yet." Frank said. Peter looks back at the picture.

"Not yet." Peter said, holding the picture close to his heart, placing the photograph back in his bag.

* * *

In the Oscorp tower, soldiers guard the tower. The glider glides through towards Harry. Harry leaps onto the glider, laughing. "That was a good jump!" Harry laughed. One of the soldiers walks on the bridge to the Goblin.

"Sir! Doctor Octavius is here to see you." The soldier said.

"And there goes the fun." Goblin said. He zooms past the guard, jumping off of his Glider. He lands before the muscular man with four large mechanical arms. Doctor Octavius, also named Doc Oc. "Hello Doc. What can I help you with on this fine evening?" Harry asked.

"Harry Osborn. I have discovered something in your files that may interest you." Octavius said, one of his massive cybernetic arms handing him a data pad. Harry snatches it, looking at it.

"What is it?" He asked almost as soon as he looked at it.

"A device that our friend Curt Connors and Richard Parker made, a machine that can revive any life form. Along with a Regenerator which returns the body to the original form when it died." Octavius said.

"So?" Harry asked.

"What do you think the Spiderman has been looking for?" Octavius asked. Harry then realises.

"Oh, Gwen Stacy. The poor bug misses his lover." Harry said. He walks back and forth, then stops. "Oh this is rich, what if I took the only hope he has left and I used it to bring my father back. Then we can have the perfect Goblin leading our cause."

"There is only one substance; you wouldn't need to destroy it. Imagine the look on his face when corpse of his lover doesn't wake up?" Octavius asked.

"It would be priceless!" A voice said. The two villains turn around to see a red figure sat on the wall, almost like Spiderman. The figure jumps down, cracking the marble floor. The horrific, monstrous face with razor sharp black teeth looks at them. With white Spiderman looking eyes and stringy red flesh moving around. The symbiote wearing man walks towards them.

"Cletus? How do you even get in here?" Harry inquired.

"I'm sorry, Cletus isn't here right now, there is only, Carnage!" Carnage roared, roaring at Harry, saliva spraying against Harry and Octavius.

"Yeah, Carnage, we've heard that line so many times now." Harry said, wiping the saliva off of his skin.

"Come on! It's my trademark line!" Cletus said, laughing maniacally as he says it.

"So, we can break the Spider even more before we even decide on killing him? This is so much fun." Harry laughed. "That's what happens when you act as if you give people hope. Those you do the opposite to, will return the favor." Harry chuckled.

"You know where the pathetic little spider is?" Carnage snarled.

"Vulture told me that he and Scorpion have been tracking him for some time, but they cannot find the Resistance base. If you come across Peter, don't kill him, not yet, just find ways to break him." Harry laughed.

"What like this?" Cletus asked, Harry looks away and when he looks back, the red monster has formed into the beautiful Gwen Stacy wearing the clothes that she wore when she died. "I've never been in this form before, it's quite cosy." Carnage said but in Gwen's peaceful and adorable voice.

"Yeah, only if you see him though." Harry said.

"I will enjoy this adventure." Carnage laughed, but in the demonic Carnage voice. Gwen peels and dissolves away into the terrifying red, muscular body of Carnage. The symbiotic strands form the muscle looking body mass of the monster. Carnage cracks his predatory looking jaws as he returns to his form. "Small though." He snarled. "I would have enjoyed meeting her, perfect features to check out." Carnage laughed. Carnage fires a symbiotic web from his wrist, swinging away a lot like Spiderman, laughing demonically.

"Spidy has no idea what's coming for him." Harry laughed.

...


	5. Finding the Prowler

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter returns to the stadium, calmed down and with Frank Castle. They both walk through the stadium. Refugees sleeping in the dead of night. Black Cat sleeps in a sleeping bag nearby her equipment. Peter walks over to Flash, who is still working in his office. Thomas looks up at the Spiderman. "Peter." Flash said.

"Flash." Peter responded. Curt walks inside, wearing his lab coat.

"Peter." Curt said, smiling. "It's good to see you back." Curt said.

"Have you learnt anything about the Reviver?" Peter asked.

"Nothing. We need to get the doctor the codes to the building, that way we can try and pinpoint where to look. But we need more than the group we currently have for that; we need to get the Prowler in the game." Flash explained.

"Where can I find him?" Peter asked.

"Some of our scouts saw him tonight nearby the Daily Bugle." Flash said.

"The Daily Bugle?" Peter asked. Flash pushes a newspaper forward.

"You managed to make the front pages again." Flash said. Peter looks at the image of him swinging through the trees. The title saying _The Masked Menace Returns! _Peter sighs.

"Still hates me it seems." Peter said. "I'll ask him what he's heard about the Prowler." Peter said, walking away. Flash watches him leave.

"What happened?" Flash asked, knowing something isn't right.

"Peter wanted to end his suffering, wanted to put a bullet in his head. He went to the Clock Tower where Gwen died." Frank said.

"Well, thanks for convincing him. He's the only hope we have left." Flash said.

"You didn't see how broken the boy was Flash. How broken he _is_. Gwen's death has hit him like a bullet. He's dying from it." Frank said.

"We need him to keep the hope that he will see her again. He's the only hope we have in stopping Oscorp." Flash said.

* * *

Peter walks towards the Daily Bugle, looking at the giant building. He opens the doors, looking around at the place. Posters of Harry laughing. _Join Oscorp to bring peace to the world. _Peter continues to walk through, looking at the elevator inside of the building. He zooms up in the elevator, looking at how different the place is. As the elevator doors open up, there the man is in his chair. James Jonah Jameson. With a walking stick and a wooden leg. The elderly man shouts, as he always has. "What now Gordon!" He yelled, looking over to see Peter stood there. "Parker?"

"Jameson." Peter said.

"How is it that you look exactly the same since when we last met twenty five years ago?" James shouted.

"It's a long story." Peter said.

"Eh whatever. What do you want?" James asked.

"What have you heard of the guy called the Prowler?" Peter asked.

"Prowler? Yeah he's been trying to steal our money. Not as bad as the masked Spiderman! The man's a menace!" Jameson said.

"Jameson, stick to the subject." Peter said.

"No! Spiderman's a menace! He needs to be stopped!" Jameson shouted.

"Jameson! For once in your life will you just shut up and tell me what you know!" Peter snapped. Jameson's eyes widen, knowing something's bad. Peter never shouts at people, especially not like that.

"Okay." Jameson said. "He mainly comes here every night, trying to get in to the money supplies." Jameson said.

"Do you see where he goes after or where he comes from?" Peter asked.

"We don't know actually. He just vanishes." Jameson said.

"Thanks, sorry I snapped. Life hasn't been easy at the moment." Peter said.

"Is Gwen?" Jameson asked, when he examines the look in Peter's eyes, he already gets the answer he needs. "I'm sorry Parker." Jameson said.

"Thanks." Peter said. "Oh yeah, if you ever need a photographer again. You know who to call." Peter said.

"The Ghostbusters?" Jameson said, actually making Peter laugh for the first time in a while.

"Well I'll expect a raise." Peter said.

"How much?" Jameson asked.

"Three hundred dollars." Peter demanded

"That's outrageous! Done." Jameson said, smoking a cigar.

"Stay safe." Peter said.

"You too Parker." Jameson replied.

* * *

As the night falls and the moon rises, a purple caped figure arrives at the scene, looking around. A pair of white visor like eyes for him to see through. His sharp claw like fingers scrape the concrete surface of the Daily Bugle rooftop. "Okay then, how do we get in from here?" The Prowler wondered. Leant against one of the air conditioning units is the red and blue suit wearing Spiderman.

"Prowler I presume?" Peter asked. Prowler spins round, aiming his gauntlets at Peter, ready to launch sharp diamond fletchettes at him. He lowers his hands as he realizes who the man is.

"Spiderman?" Prowler inquired. Peter nods to him, moving his arms to his side, walking towards him.

"Yeah. I'm back." Peter said.

"And yet you sound the same, do you not age or something?" Prowler asked.

"Long story, I can explain if you help me." Peter said.

"What could I possibly do to help you? You're the Amazing Spiderman. You can do anything." Prowler said.

"Except I'm not. Not anymore. Ever since I lost the woman closest to me I've. I've lost every scrap of hope. I was read to blow my brains out to end it. Then I remembered. She wouldn't want me to do that; she wouldn't want me to give up. I need your help, I'm part of the resistance and we've found out not only how to give me complete hope again, but also we are trying to stop Oscorp." Peter explained.

"I still don't understand." Prowler said.

"We already have a master thief, but for what we're attempting we need more than just one. We need your skills in my team." Peter said. Prowler sighs.

"We'll bring the people who lead Oscorp to justice?" Prowler asked.

"Yeah." Peter said.

"Where do I sign up?" Prowler asked.

"You know that stadium nearby? That's the place to go. Talk to a guy called Thomas Flash." Peter said.

"How do I know I can trust them?" The Prowler asked.

"Trust me, you can." Peter said. Prowler nods, walking away; he jumps off of the building, scraping his fingers into the building, slowing his descent down. Peter looks at the buildings, launching a web at it, swinging from building to building.

* * *

As he returns to the stadium, he looks around, everyone's asleep again. Walking through the silent stadium, he walks over to Connors. Still hard at work. "Did you manage to find the Prowler?" Connors asked.

"I did, he should be here any moment." Peter said, looking behind him to see the Prowler looking around.

"Not too bad." Prowler said. He walks up beside Peter. Peter pulls his mask back. Revealing his face to the Prowler. "You're younger than I expected."

"I know, I think we should tell you what we need you for." Peter said.

"Yes. In Oscorp, there is a device called the Reviver. Peter's girlfriend and one of my friends Gwen Stacy was murdered by Harry Osborn. The Reviver was a device Peter's father and I made by accident, but his father hid the device somewhere which even Harry Osborn doesn't know where it is. If I can get inside and get to my codes that were in my office, I may be able to pinpoint it." Curt said.

"No offense Peter but, we are risking everyone for one girl? Why? Why is she so important?" The Prowler asked.

"This isn't just about Gwen; if I am able to map the entire building we will have a big advantage against Oscorp. We can stop them. Gwen on the other hand is personal. Peter has agreed to help us as long as Gwen is resurrected. And I will respect that request, she didn't deserve to die the way she did." Curt explained.

"I still don't understand why you need me." Prowler stated.

"We know of your skills, we could use your assistance, and the people inside of this building and the corporation must be put to justice for their crimes." Curt explained.

"We really could use your help." Peter said. Prowler contemplates, deciding if it is a wise choice to do so.

"Okay, I'll help you." Prowler said. "Who knows, it could be a fun ride." Prowler said.

"We're starting tomorrow, so I'd get some rest, all of us." Curt suggested. Peter nods, walking away to the beds.

...


	6. Searching for Clues

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Crickets chirp in the midnight environment. Peter shakes in his sleep shivering and in a sweat.  
In Peter's dream, he has a memory of a memorable moment he had with Gwen. Gwen looks over at Peter, cutting his hair in his room. She kneels down in front of him, looking at the bruises he has given to him by criminals. "I hope these are going to be the worst things you come back to me with." Gwen hoped, stroking Peter's cheek where the bruises are.

"I will come back to you all the time Gwen." Peter said.

"That's what my father always said Peter." Gwen said. Peter sighs.

"I'm sorry." Peter said.

"No don't be, it wasn't your fault, not even Connors' fault. It was the Lizard." Gwen said. They press their foreheads together, showing their compassion. Peter lays a kiss on her lips. He strokes her blonde hair. "I worry everyday Peter. Every day I watch you swing off as Spiderman, I fear that you may not come back. It scares me." Gwen said, holding Peter closely, running her fingers down the scars on Peter's chest that Connor's gave him during their clash. The venom not developed enough at that point to have completely healed him. She kisses Peter's cheek.

"I worry that I'd come back here and that you wouldn't be here. That one of my enemies had taken you." Peter said.

"I promise you that I will always be here, as long as you always promise that you will always come back to me." Gwen said. Peter pulls his beautiful girlfriend closer to his chest.

"I will always come back to you Gwen." Peter said. They both kiss each other compassionately. As Peter looks into her eyes, the terrifying laugh of Harry Osborn echoes and flashing horrors arrive of her falling.

"You killed her Peter! Only you!" Harry's voice laughed. Harry glides in behind them on his glider, with a long sharp blade in hand, swinging it at Gwen's neck. Just before it impacts, he awakens in a sweat, breathing heavily and repeatedly, tears in his eyes. Curt hears Peter's sorrow, running over to the sweating boy.

"Peter!" Curt said, kneeling down. The panicked boy repeatedly breathes in and out. "You're sweating like mad." Curt said, wiping sweat off of Peter's forehead. "Was it a dream?"

"A nightmare." Peter sniffled.

"Gwen?" Curt asked. Peter nods.

"It was the first night we...you know." Peter mumbled.

"Made love?" Curt asked, saying those words instead of _had sex _so it doesn't sound as awkward. Peter nods.

"I was fine until, I heard Harry's laugh and then I saw her die in front of me." Peter sniffled.

"It's okay, just try not to think about Harry, and just think of Gwen. No one else, just her." Curt said, patting the broken boy's shoulder. Curt stands up, walking away from Peter. Peter wails in distress, punching his fist directly through a water barrel. Curt stops, listening to Peter's cries, knowing that there is nothing he can give Peter that can heal this wound. "I'm so sorry." Curt said, walking on. Peter falls into a defeated position, sobbing in a corner.

The sun rises over the overgrown horizons of New York. Thomas Flash awakens in his office, Felicia asleep beside him, his partner. She slowly gets up, looking into Flash's eyes. "Morning." She said, running her fingers across Flash's chest.

"Morning to you too." Flash replied they both share a kiss; he strokes her soft, fluffy white hair. He gets up, looking through the window, to see the defeated Peter Parker leant against a barrel, staring into his photograph of him and Gwen. Flash pulls his shirt on, walking over to Peter. Flash sits down beside him, looking at the picture, brown around the edges of the old picture and the ink is slightly bleached as time passed, but they are still visible. "I remember taking that picture for you. There was three wasn't there?" Flash asked.

"Yeah, this one." Peter said, reaching into his bag, pulling out two more photographs. Both in the same type of condition as the first. A photograph of the two passionately kissing one another. And the last is Peter carrying her, their heads leaned against one another. "I miss her so much." Peter said, with so much sorrow in his voice.

"I know man. Gwen was great. But when we find the Reviver, she'll be great again." Flash said, patting Peter on the back. "Come on, we're gonna help Curt get the codes today." Flash said. Peter exhales deeply, putting his pictures safely inside his bag. Peter pulls his mask down, standing up and picking his bag up. Peter follows Flash. All of his soldiers stand on duty. "Okay everyone, our mission today is to get the doctor here the information that he needs. We're going in on the C17 we nicked from that Oscorp Airbase to get there. Everyone be ready though, we've heard that Rhino and Vulture are there." Flash explained. "Come on men let's move!"

"Hoorah!" The soldiers cheered.

"You coming Flash?" Peter asked.

"No, I need to keep my men updated and see what I can uncover from Oscorp." Flash said. "Good luck, I hope you find something in Alaska."

"Okay." Peter said. Peter walks away from Flash.

* * *

Peter walks into the C17 with his team. Curt sits down inside beside Peter. Curt looks at his wrist as the scales formed. Curt sighs. "The more I transform Peter, the worse I get." Curt said.

"So sooner or later you would permanently be the Lizard?" Peter inquired.

"Indeed. Part of me wants that." He said, looking at his amputated arm. "But I don't to be a monster for the rest of my life." Curt said.

"Only become the Lizard if you have to." Peter said.

"Easier said than done Peter." Curt said. Peter opens his bag again, searching through it, finding his pictures again. "Can I ask you something?" Curt asked.

"Sure." Peter said.

"Why do you torture yourself with those pictures?" Curt inquired.

"They don't torture me." Peter said, stroking his thumb on Gwen's image gently. "It gives me hope. Wanna know what tortures me?" Peter asked.

"What?" Curt responded.

"The fact that Harry hasn't been punished for what he did, he gets to live a happy life whilst I suffer." Peter snarled. "Gwen gives me all the hope I need."

"That's an interesting way of keeping hope in tough times like this you know." Curt said.

"That's me." Peter said, smiling. Curt chuckles. The intercom activates and the voice of the pilot appears.

"Hello ladies and gents, this is your pilot Damon Nedry! I am taking you to Alaska! What are your thoughts on this trip?" Damon lively asked.

"Fun!" A soldier said.

"Interesting!" Another soldier called out.

"Successful." Peter said, looking at Gwen in the picture.

"Well, I agree with the Spiderman on this one! I personally think we are gonna find something cool in Alaska. And hopefully a Yeti!" Damon said.

"Damon, Yeti's live in the Himalayas." Frank said, whilst loading his shotgun.

"There's snow so I was close enough!" Damon said. "Well, I'll let you guys do your think and enjoy your flight on Nedry Airlines!" Damon joked, ending the comm.

"Is he usually like that?" Peter asked the Punisher.

"Pretty much." Frank said. Peter looks back at his photograph.

"You'll see her again Peter." Curt said.

"I have hope, but will that be enough?" Peter said.

"In times like these, hope is our best weapon." Curt said.

"I guess you're right." Peter said, carefully returning the picture to his bag.

* * *

As time passes, the intercom activates again. "Good evening ladies and gentlemen!" Damon called out, awakening all of the sleeping passengers. The only one who wasn't asleep was Peter, who can't sleep from his nightmares.

"Are we there yet?" Felicia groaned.

"There appears to be a small blizzard but I might be able to land on the strip. Everyone hold on tight and keep your crap in your ass!" Damon said. "I just cleaned those seats."  
The giant plane lowers down towards the snow covered Landing Strip. The facility looks abandoned since there is nobody there. Damon carefully eases the plane down to the strip. "Come on baby." He whispered. The giant vehicle lands on the slippery road. He pulls back on the acceleration, trying to decelerate. The C17 slides across the slippery ice. "Come on girl, slow down." Damon prayed. He soldiers hold on tightly, bracing. The C17 finally stops. Damon exhales in relief. Peter stands up, hitting the button that opens the plane. Peter walks out into the blizzard, his mask pulled down, and his web shooters ready. Suddenly his spider sense tingles and he sharply turns to see something enormous in the white gloom of the storm. The gigantic battle suit wearing Rhino stands tall, staring Spiderman down. His laugh echoes.

"Looky here! It's that Spider guy!" Rhino laughed, pointing at him. Peter clenches his hand into a fist. The Rhino slams his mechanical fist into the ground. His sharp horn slams down and he drops onto all fours. The Rhino charges directly at the boy. Peter stands his ground. The other soldiers emerge from the plane, looking around. Peter preps his web shooters as the giant Rhino suit charges. Peter jumps over the Rhino, launching his webs onto the Rhino's back. Peter lands on the metal spine, grabbing it. Aleksei yells, reaching for Peter.

"Go on Spiderman! Kick his ass!" A soldier cheered. Peter rips a portion of the spine from Rhino's suit. Peter jumps off as Rhino swings round. Aleksei snarls, grabbing the Spiderman, tightening as if he was hugging Peter. He swings round in a three hundred and sixty degree swing, hurling Peter hundreds of meters across the airfield. Peter launches a collection of webs to slow his fall to prevent the breaking of any bones. Peter bounces across the snow, groaning. He looks up to see Rhino slamming his fist into the ground, staring at him. The Large horn detaches and the cockpit where Aleksei sits appears. The bald man with tattoos around his head.

"Good to see you've still got a fight in you!" Rhino laughed. The wrists open up and a pair of browning machine guns folds out. "Let's see you dodge these!" Rhino roared, blasting a beam of bullets at the hero. Peter sprints in the opposite direction, moving too fast for the battle suit to turn fast enough. Peter sends a web onto a drainage cover, swinging it round and round to bring up more velocity. Peter leaps in the air, swinging the cover round into the machine gun barrels. The guns explode from the impact of the cover, damaging his arms. Rhino swings his fists at the fast superhero. Peter kicks Aleksei across the face. Aleksei snarls, grabbing the Spiderman by his leg, throwing him against the ground. Peter groans in pain. The Rhino laughs, raising his fists up, ready to beat Peter to a pulp. A loud roar appears and the Rhino turns to see the Lizard Man jumping on him, slashing the metal with his razor sharp claws.

"Go Peter! I've got this one!" Curt ordered. Curt turns to Aleksei. They both circle one another.

"I will crush you lizard!" Rhino yelled, pounding his fists together, laughing.

"You can give it your best shot!" Curt snarled, leaping onto Rhino. Rhino flails his arms around, trying to grab the enraged Lizard. Curt slashing his claws across the piping in the suit's arms. Gas hisses from the arms. Rhino grabs Connor's by the tail, throwing him. Curt's tail flies away, still shaking.

"Lost something!" Rhino laughed, pointing at the tail. Curt raises his brand new re-grown tail, his eyes wide.

"The pros of being a Lizard." Curt snarled. The two sprint at one another, yelling.

* * *

Peter swings from building to building, looking around. A pair of soldiers run round the corner, firing their rifles at him. Peter snarls, turning round the corner, firing webs into their faces and more webs which pull the guns from their fingers. Peter launches two webbing collections onto their chests, pinning them to the wall. "Stay there." Peter said, clicking his fingers at them. He enters one of the Hangers, converted into a base of operations. He looks around, searching for the codes that Curt needs. Despite that he doesn't really know what the codes look like exactly. Perched up on the supports above him is something with wide wings. The silhouette glides down, triggering Peter's Spider sense. Peter turns to suddenly meet the feet pounding into his chest. Peter slides along the floor, looking up to see the bald headed man with hazel eyes and Vulture like mechanical wings on his back. Adrian Toomes. Also nicknames as Vulture.

"Peter Parker. I must say I'm surprised to see you out of your coma." Vulture said, walking around him.

"Surprised that you're still bald." Peter taunted. Adrian kicks Peter in the ribs. Peter coughs in pain, grabbing his ribs.

"You dare insult me boy? A superior?" Vulture snarled. "Boy you really have changed."

"Where's Harry?" Peter demanded.

"I'm asking the questions here boy!" Vulture barked. "Now where were we?"

"Yeah, where were you?" A voice said, Vulture turns around to see Prowler. Prowler punches Vulture square in the face. Vulture staggers back. His wings open up widely, displaying the sharp tips of each metallic feather. Vulture jumps in the air, spinning round, and his sharp wings swing round like propeller blades on a helicopter.

"Whoa!" Prowler yelled, jumping back. The sharp blades rotate at such speeds they slice through the poles in the walls like a knife through butter. Vulture lands on the ground, removing his fully automatic handgun from his holster. He pulls the trigger, unleashing a barrage of bullets at Prowler. Peter groans, recovering from his injury, grabbing Vulture. Vulture roars, losing control of his pistol, firing at the ceiling. Vulture slams his head back against Peter's face, fracturing his nose. Peter grabs his face in pain. Vulture roars, swing his wings round, slicing across his chest. His suit tears slightly. Peter slides across the floor, blood emerging from his wounds. Prowler launches a collection of gas canisters at the Vulture. Adrian coughs from the gases. Peter holds his breath to prevent breathing any gases in. Vulture opens up his wings, gliding out of the building. Prowler grabs his leg, throwing him against the wall. Slamming his fist down against Adrian's chest. Prowler exclaims as Adrian's fist impacts his chest. Vulture scoffs.

"Just like the rest of you heroes. Weak and undisciplined." Vulture snarled, grabbing Prowler by the head, looking into the mask, throwing the man against the wall.

* * *

Rhino slams his fist into the ground, narrowly missing the Lizard. Curt digs his hand into the internal components of the Rhino combat suit, roaring as he continues to pull and pull. Sparks escape from the suit as the damage increases. Curt rips out and enormous battery, twice the size of a car battery. One of three. Aleksei roars, grabbing the lizard by the back of the neck with his huge hands, throwing him over his shoulder, sending the giant lizard hurtling fifty meters. Curt digs his claws into the snow, slowing himself down. The Lizard roars at the Rhino. Turning to see a broken car door must have been there for decades. He grabs the door with his massive hands, pulling it off of the car, swinging it round and launching it straight at the suit. The door smashes against the left arm, severing one of the pipes. As a cloud of snow blows in, Connors uses the snow to flank the giant oaf. Aleksei looks around, confused, trying to understand how he just lost site of a massive Lizard. Curt suddenly leaps at the Rhino's cabin, digging his sharp claws into the glass. Rhino swings round, throwing the Lizard away. His horn slams down and he charges at the Lizard. Curt stands besides a building, waiting for the right moment to move. The Rhino gets closer and closer. Curt jumps out of the way and Rhino slams into the building, getting his head stuck in the building. The Lizard jumps on his back trying to get to the next battery, ripping through the metal, swinging his tail against the metal, breaking through it. Rhino staggers back reaching for the Lizard but being unable to get to him. Connors tears out another battery, launching it through a building. Rhino grabs the Lizard, throwing him against the wall. The huge suit flees, running on its last battery. Curt stands up, blood drooling from his lips. He wipes the blood away with his knuckle. "Coward." Curt snarled.

* * *

The Punisher sprints at the enemy soldiers, firing a blast of shotgun shell shrapnel into one of their chests. He pumps the shotgun with one hand, and whilst he pumps it, he drives his knife so deep into one of the Oscorp soldier's throats it erupts out the other side. He points his shotgun at one of the other soldiers, firing a blast of shrapnel into the soldier's face. The soldier's head explodes dramatically with blood everywhere. He pulls one of his Glocks from his holster, firing bullets into the soldier's faces while his shotgun is out of shells, begging for more. Punisher throws his pistol across the battlefield to Black Cat. She catches the gun after slashing the soldier across the neck with her claws. She checks how many bullets she can use in the clip then slots it back in, firing it at the other soldiers. She jumps in the air, swinging her leg round, kicking one of the soldiers in the throat with her heel. The soldier chokes on the ground. She fires a bullet into the soldier's temple. She drops the empty pistol, slashing the soldiers with her claws, reaching into a soldier's holster, taking his pistol. Aiming at one of the soldiers aiming at her. Suddenly the Lizard sprints at the soldier, driving both hands into the soldier's chest. He pulls both hands to the left, ripping the still breathing man in half. He turns to another group of soldiers. The bullets impact his skin but simply vanish inside of him from his instant regenerating skin. He whacks soldiers aside with his massive hands. Wrapping his tail round one soldier's neck, constricting like a boa constrictor until the neck snaps. He launches the soldier's corpse through a building. The very building where Vulture and Prowler clash. Peter swings through, kicking Vulture in the back. Peter punches the Vulture the face, wrapping a web round his neck, tightening his grip and pulling back. Vulture chokes, unable to breath from the rope like web around his neck. Vulture grabs Peter by the neck, throwing him over his shoulder. Prowler launches a barrage of diamond fletchettes at Vulture, a few piercing his skin. Prowler punches Vulture repeatedly in the face, grabbing his wings, trying to rip them off. Vulture snarls, grabbing Prowler by the face, slamming him against the ground. Adrian turns around top meet a pole wrapped in webbing hitting him through a wall. Vulture slams into an SUV, nearly smashing through it. Vulture groans, looking at the victorious men inside. "We'll meet again Spiderman! Count on it!" Vulture barked, his wings spread out and he glides away, like the coward he is. Peter coughs, looking at Prowler.

"You okay?" Peter asked.

"I'm good; you know where to find those codes?" Prowler inquired.

"Let's find out." Peter said. The two jog up the catwalk stairs to a collection of terminals and consoles.

"Is there a trick to finding these codes?" Prowler asked.

"Try and search for things relating to Special Projects, Richard Parker or Curt Connors. There has to be something in here." Peter said. They both search through all of the folders in the consoles. Prowler searches through the thousands of projects Oscorp has been doing.

"Someone's been a busy bee." Prowler said looking at all of the folders. He continues to search through, stopping onto a folder named _Curt Connors and Cross Species Genetics. _He selects it with his index finger. The file opens up with a collection of codes. "Pete? Are these the codes?" Prowler asked. Peter slides along, looking at the codes

"They look like it!" Peter said.

"I'm downloading!" Prowler said. Peter looks to his left whilst he downloads more files to help the Resistance. In shock he sees Gwen stood there. He shakes his head, looking back to see nothing. Prowler watches his downloading device intently. It flashes green. "Got it! Let's get out of here." Prowler said. They both take their download devices out of the consoles, sprinting away.

"Everyone! We have the data! Back to the plane!" Peter ordered.

"Copy that! Everyone! Back to the C17!" Frank ordered. Everyone falls back to the plane.

"Come on! Everyone get it!" Damon called. Felicia slides in after the enormous Lizard.

"Go! Go! Go!" Felicia yelled. The cargo door closes up and the C17 races down the runway, once it gathers enough speed, the plane lifts off of the ground, soaring through the clouds.

A few hours later, the Plane arrives at one of the airports at New York. The Plane screeches to a stop. "Okay guys, it's around a fifteen or twenty minute hike to the Stadium now. I meet up with you at the Stadium." Damon said.

"Okay we'll see you there Damon, and I owe you a beer for that flying." Prowler said.

"I like you Prowler." Damon said.

"Let's go." Curt said, now transformed and with clothing. The group all exit the titanic plane and start their hike.

Peter looks at his picture again, the one when Peter's holding her. Peter chuckles. "I never noticed that." Peter said.

"What's that?" Curt wondered.

"There's a mirror so you can actually see Flash. It's so long ago." Peter said.

"It looks it." Curt said.

"I guess I'll have to tell Gwen that when..." Peter said. Ready to say _when we get back. _And then he remembered.

"When you get her back." Curt said.

"Yeah, when I get you back." Peter said. They all stop at the sound of jet engines. Peter's spider sense tingles. Through the buildings comes in the Glider riding Harry Osborn. He hovers in front of them; the downdraft blasts the litter and dust away. Harry cackles as he arrives.

"Parker." Harry snarled.

"Go." Peter said. "He's mine." Peter snarled, pulling his mask back on.

"Surrender those codes or die Parker!" Harry demanded, throwing pumpkin grenades at Peter. Peter shoots them out of the sky with his webs. Harry jumps off of his Glider, sprinting at Peter. They both clash, their fists hitting one another. Blocking each one. Wrist blades emerge from Harry's gauntlet. "Your fighting skills have come a long way Peter!" Harry snarled. Peter swings his foot across Harry's leg, tripping him over. Peter slams his fist into the tarmac when Harry rolls out of the way. "Oh now I remember why you want those codes, you want the reviver, to get over your own grief of your love's death." Harry snarled. Peter swings his fist at Harry, Harry kicks Peter in the center of his chest. Peter slides along the road; he turns to see a dustbin lid behind him. Harry unsheathes his sharp knife, sprinting at Peter, leaping at him. Peter launches his web onto the lid, pulling it to his hand, blocking the blade before it impales Peter. Peter smashes the lid across Harry's face, kicking him off. "You think your friends are safe? Oh no. Not yet." Harry snarled.

"They are more skillful than you think." Peter snarled.

"You deceive yourself!" Harry yelled, swinging at Peter. They continue their very personal fight.

* * *

The friends of Peter's stop at the sound of heavy footfalls. Suddenly the eight legged scientist Doctor Octavius appears, walking on the walls, jumping down in front of them. "Hand over those codes." Doc Oc ordered.

"Over our dead bodies." Frank snarled.

"Very well." Doc Oc agreed. Doc Oc swings his arms at the soldiers, sending one of the sharp arms straight through a soldier. The heart of the soldier in the hand of the arm, the arm crushes the heart, blood splats everywhere. Doc Oc throws the soldier through a building. Curt snarls, slamming his fists into the ground. His skin hardens and turns into the dark green scales of the Lizard. His tail emerges as well. "The Lizard?" Doc Oc laughed. The Lizard tackles Doctor Octavius. The massive metal arms pick up Connors and throw him on the ground. Doc Oc cheers at his short victory when Connors kicks the laughing scientist in the chest. Doc Oc slams through a building. Connors growls, waiting for Octavius to emerge. Suddenly bricks shoot out from the dark building. The arms pick up the pieces of brick and catapult them at the lizard.

"Stop this Octavius!" Connors demanded.

"Never!" Octavius snarled. Doc Oc grabs Connors with his arms, swinging round and throwing him through two buildings. Doc Oc turns to see a gas canister in front of him. "Oh dear." Octavius said, his massive arms give him the ability to jump over twenty meters away. The canister explodes and a cloud of gas fills the area. Octavius coughs slightly, groaning. On the building above Octavius. Felicia drops down, slashing her feline like claws into his skin. Octavius shouts in pain as the claws dig into him. Octavius slams his back into the wall. Black Cat drops down, groaning. He turns to her, raising one of his arms, the sharp fingers open up, ready to kill the stunned Felicia. Behind him on the building is the rubble covered Lizard Man. Connors leaps at Octavius, throwing Octavius in the air, kicking him in the chest as he drops down. Octavius slams through another building. Dazed and hurt, he looks at Lizard Man. Octavius climbs up the building. "Enjoy peace while you can, your Resistance will soon be destroyed!" Octavius bellowed, leaving the area, climbing away.

* * *

Peter continues to fight Harry, swinging his fists against Harry, hitting him over and over again. Harry digs his dagger into the road, slowing him down so he can get up quicker. "Whether you kill me or not Peter, when Octavius finishes your friends, we will come for your little Stadium home." Harry laughed.

"How did?" Peter interrogated.

"We've known the whole time, we've just had fun with them, but now their use is boring. Enjoy that stadium while you can Parker. Just like how you enjoyed Gwen while you could. Like Gwen. I can take it away with the snap of my fingers." Goblin snarled. Harry stands up, stepping onto his Glider, blasting away, cackling manically.

"Oh no, I need to warn Flash!" Peter shouted shockingly. He launches a web onto a building, swinging up, swinging from building to building back to the Stadium.

...


	7. Memories

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter sprints inside of the Stadium, the rest of his team walking in with him. Peter pushes through crowds people to get to Flash. Flash reads through packs of documents on his desk in front of him. Peter pushes past one of the guards. "Flash!" Peter yelled. Flash sharply looks up. "Harry knows where we are." Peter confirmed.

"What?" Flash responded, standing up, his eyes in shock.

"When we were heading back with Curt's codes, we encountered Harry and Octavius. Harry told me that he has always known that we have been hiding here from him. He's just been messing with us until now. And now, he's planning to attack. And it will..." Peter exclaimed, breathing heavily.

"What will happen?" Flash inquired, desperate to hear an answer.

"It will be catastrophic. Soon, and I mean really soon, every single one of his men and the really deadly ones like Rhino, Vulture all of them will be here. They will lay waste to this place!" Peter explicated.

"I need to think this through." Flash said, falling into his chair in shock. "They knew this whole time?"

"That's what Harry said." Peter said.

"And what Octavius said." Frank reported.

"We need to figure out how we can defend against them." Flash phonated. He exhales deeply, trying to understand what to do now. "Please tell me you got the codes back?" Flash prayed.

"We've got them." Peter answered.

"Thank god, we have some good news." Flash praised. "So, doc? You think you can get us inside Oscorp with these?" Flash inquired.

"Hopefully, I will need to get into Harry's office, if he bothered to have one, then I can get full access to the building." Curt elucidated.

"Okay, the rest of you try and get some shut-eye." Flash instructed. Peter nods, walking past Prowler.

* * *

The moon glows in the night sky like a symbol of hope. The coos of Owls echo throughout the silent stadium. Peter shakes in his sleep.

* * *

In Peter's mind, he has another memory. Gwen giggles, covering her face under the covers. Covering her beautiful, unclothed body. Peter laughs his clothes off as well, kissing her on the neck in bed with her. "You're so beautiful." Peter said, stroking her soft blonde hair. Gwen giggles, kissing Peter's hand.

"I love you Peter." Gwen said. Peter rolls on top of the girl he loves, stroking her cheek.

"I will always keep you safe. I don't know what I would do without you Gwen." Peter said, kissing her. They push their foreheads against one another. Gwen looks into Peter's brown eyes, smiling passionately at him.

"Peter, if...if I die, don't lose yourself. Don't become a monster. Please." Gwen begged.

"I won't lose you Gwen." Peter said. Gwen smiles, kissing him on the lips.

"Then don't make me lose you." Gwen asked. "I love you." Gwen said, kissing him. They hold one another closely and tightly. Gwen rolls on top of Peter, looking into his eyes, kissing him passionately. The bed sheets wrap round them like a cocoon. She rolls to the side of Peter. Peter looks at her stunning blue eyes. He kisses her lovingly, she holds onto him. As she holds onto him, his happy dream changes. The bed disappears, becoming the clock tower again. She suddenly wears the same clothing as she did when she died. She falls down the tower, vanishing into the cogs. The hideous laughter of Harry Osborn builds up as it gets closer. He appears in front of Peter like a ghost.

"You can make her hold on, but is that enough Peter? Love cannot catch people Peter. You can only let go." The laughing Harry Osborn snarled. A pumpkin grenade appears in Harry's hand, the bomb beeps and he throws the bomb directly at Peter, exploding in his face.

"Peter!" Gwen's voice screamed in terror. Harry's insane laugh appears again, causing Peter to wake up all of a sudden. Peter breathes over and over in shock. Peter leans against the wall, rubbing his face with his hands.

"Why? Why did you do this to me you stupid spider?" Peter cried. "You did this to me! You did!" Peter wailed, punching the wall over and over again to let his anger out. Curt runs over to him when he hears his cries.

"Peter?" Curt asked kindly. Curt rests his hand on Peter's shoulder. Peter abruptly swings round at Curt.

"Don't! This is your fault! If you hadn't of taken that damned formula, Gwen's father would still be here! I wouldn't have had to make that promise and she would still be alive and I wouldn't be in this situation!" Peter bellowed, pointing at Curt.

"Peter I..." Curt began before being cut off by Peter's rage.

"No!" Peter snapped, storming off, kicking the door off of its hinges in his rage. Prowler walks next to Curt, watching Peter storming off.

"What was that about?" Prowler asked.

"Years ago, I was consumed by the power of the Lizard and I tried to make everyone else like me, I thought I could make perfection. But that wasn't me that was the Lizard. Peter stopped me before I killed thousands because the formula would have killed them. Gwen's father helped him and I killed him. The father made Peter promise him to keep Gwen out of it, but they loved each other too much and they stayed together. Harry knew that, and he knew that to break Peter, he had to simply, let her go." Curt explained.

"Let her go?" Prowler asked. Curt turns to Prowler.

"Harry Osborn murdered that sweet young girl in probably the coldest way I can ever imagine. He let her go. The clock tower, he dropped her down that. Peter tried to save her. But his sudden stop and Gwen's sudden stop is what killed her. To make a point, to try and make Peter lose hope. And as you can see, he has succeeded." Curt explained.

"I'm sorry." Prowler said.

"Don't apologise to me, give Peter some sympathy, and help him have the hope that he can see Gwen again. That she may live once more." Curt demanded.

"You don't think he will?" Prowler interrogated.

"I am hopeful, but not certain, I don't know if Harry has even used the Reviver and the Regenerator already. Just talk to him please." Curt begged. Prowler nods, walking past Curt. The mysterious masked man stops, turning back at the elder.

"It's not your fault." Prowler said. "Maybe it was fate." Prowler said.

"Maybe." Curt said. Prowler walks away, looking down at the broken door, craters in the wall where Peter punched the wall over and over. Prowler walks out into the cold nighttime environment.

"Peter?" Prowler called, looking around the area, no sign of the boy anywhere, until he looks up on the roof of the stadium. Peter has his head imbedded in his hands, sobbing. Prowler climbs up the wall with much less ease than Peter had. Prowler sits down beside Peter, exhaling. He looks at Peter, his purple and black mask disguising his true face. "I'm sorry Peter, Curt told me everything." Prowler explained. Peter remains silent, his eyes bloodshot from both lack of sleep and tears.

"You don't know everything." Peter sniffed. "Gwen and I. Every other type of relationship I ever had was short, not a spark. But with her. There was more than a spark. It was a firework. Happiness, love. You name it, it was there." Peter said. "And Harry took it away from us." Peter snarled, tensing.

"Imagine you had that feeling again." Prowler said, actually catching Peter's attention. "That explosion of emotions. Would you really give it all up?" Prowler asked. Peter contemplates.

"What made you think I was going to give up?" Peter asked.

"I saw your face when you walked out. Frank told me about what happened between you and him in the graveyard." Prowler explained. Peter sighs. "You were ready to just end your life. You know, if it was me? I would do anything, absolutely anything in your position." Prowler explained. Peter stands up, launching a web at a pylon, swinging from pylon to tree. "Peter!" Prowler called, watching Peter leaving.

* * *

In the middle of nowhere in the city, Peter walks through. "I don't need them." Peter said to himself, shaking his head. "They know nothing of what I'm going through!" Peter yelled, splashing a puddle. He goes down on his knees, looking intently at his own reflection. Unable to believe that this is real, even after everything. He presses his hand against the ground. "Is this real? Am I in a coma? Is this just a really long dream?" Peter speculated. Peter whacks his own hand into his own head over and over again. "Wake up! Wake the fuck up!" Peter cried. "Please just wake up, please wake up and turn over and she's asleep with you." Peter cried. Across the dark street, a dark silhouette walks through the shadows. Peter weakly stands up, turning around to continue walking on. He stops in shock. Gwen is stood before him, smiling.

"Peter." Gwen said, reaching for him.

"No, it's a hallucination." Peter believed, closing his eyes and shaking his head. When he looks back, she's still there. He walks towards her, touching her finger. He can feel the warmth of her finger. "This has to be a dream." Peter said, so sure of himself now, backing up.

"It's not a dream." Gwen said. Peter looks into her eyes. They're green. Not blue.

"You're not Gwen." Peter said, backing up, now realizing that he is now in a dangerous place, and he is on his own. Gwen laughs, her adorable laugh transforms into a demonic, evil laugh. Her firm skin melds away into the red muscle looking symbiote of Carnage. Her head falls apart into Carnage's face, he cracks his jaws. His jaws open up, peeling back into his shoulders. Revealing the human face of Cletus Kasady.

"Aww, what gave it away?" Cletus groaned.

"The eyes, she has blue eyes. Beautiful sapphire blue eyes." Peter described.

"Yeah, yeah whatever." Cletus said.

"What the hell are you?" Peter questioned, backing up in shock. In the darkness behind him, Peter is unaware that there is a jet black version of Carnage directly behind him. With a with spider symbol of his chest.

"I am simply a broken out Serial Killer. What my suit is? That is an alien symbiote which was so kindly given to me by someone who had a sample of Venom's over there. So I'm basically his offspring who is way more dangerous than you!" Cletus said, pointing at Venom behind Peter. Peter turns to see Venom. Venom's head peels back like how Carnage's did. Revealing the blonde haired man inside.

"Aww you ruined the surprise!" Venom groaned. When Peter takes a second look at him, he realizes who it is. Or was.

"Eddie Brock?" Peter inquired.

"Now you remember me?" Eddie laughed. "Isn't that rich, now that I'm a threat you take notice of me."

"That's not how it was!" Peter begged, trying to explain.

"No, it was. Whenever I sought admiration from anyone. From you. You turned your back, spent more time with your girlfriend than you did talking with me! I mean, would it to have hurt to just ask _Hey Brock! How's it going? _Or, _you okay Eddie? _Or how about _sure, you can try and chat up Mary Jane Watson. _But no, you thought I didn't have the guts. Look how things have swapped round." Eddie snarled. "Gwen was the only one who bothered talking to me." Eddie said, unaware of the fact that Gwen has been murdered.

"Yeah, yeah, blah, blah. Can we stop sharing stories and just kill him?" Cletus begged, bouncing on his toes. Peter looks up at Venom, dropping his bag where his Spiderman suit is.

"Do it." Peter said, opening his arms out to Venom. Eddie raises a confused eyebrow.

"What do you mean?" Eddie asked. Now actually listening.

"I've got nothing left. Just end it. I won't fight back. Just end my torture." Peter begged.

"What about Gwen? You're not gonna fight for her?" Eddie criticized. Peter looks up at Eddie, realizing that Harry never told him about Gwen. Maybe Harry knew that Eddie had a crush on Gwen and that he would work for him if he never told him.

"Gwen's dead Eddie. Harry murdered her." Peter explained.

"What?" Eddie asked, demanding for an explanation. Eddie looks at Peter's emotions, seeing how broken he is by it, knowing that he isn't lying to get out of this one alive.

"Gwen and I defeated Electro, and then Harry came. He took Gwen to the Clock Tower, and dropped her down it. I tried to save her, but it was too late. I caught her, but both my sudden stop and hers, broke her neck. It was instantaneous. I've been hunting Harry ever since, then he put me in Cryosleep, haunting me for twenty five years." Peter explained. Eddie looks around in disbelief. "So just kill me, end my torment.

"She's dead?" Eddie whispered. Carnage growls, his monstrous face clamps down.

"That's it! I'm killing him!" Carnage roared, leaping at Peter. Peter stands still, accepting his fate. Suddenly the muscular black fist of Venom punches Carnage straight in the face, sending Carnage through a wall. Peter looks up at Venom.

"Why? Why couldn't you spare me the pain?" Peter asked.

"Because I know of the Reviver, and I know you do too. I can help. But only for Gwen, not for you, not for Flash, not for Damon. Just for Gwen." Eddie said.

"Do you know where we can find it?" Peter asked.

"I know where to start. But Harry's after it as well to bring his father back. And if that happens..." Before Eddie could finish, Carnage erupts out of the building.

"This great city will endure!" Carnage roared.

"No, he will tear this world apart." Venom snarled, speaking the truth, the black jaws clamp down. The long serpentine tongue flicks out with saliva everywhere.

"Maybe I like it that way!" Carnage snarled, circling Venom, trying to get to Peter.

"Well I won't!" Venom snarled. "Go Peter!" Venom demanded. Venom stares down carnage. Their symbiote strands tingle as they become more aggressive.

"Why defend him?" Carnage interrogated.

"I'm not protecting him; I'm protecting Gwen's future!" Venom roared.

"You've always been the sentimental type." Carnage snarled.

"Maybe sentiment is how you get through life." Venom snarled back. Carnage transforms his arms into razor sharp claws.

"Let's test that." Carnage growled. Carnage leaps at Venom, roaring. Venom grabs the smaller but still stronger spawn of him, throwing him on the ground. Venom roars, slamming his fist into the tarmac, narrowly missing Carnage's head since he dodged it. Carnage sprints at a group of scared people, vanishing into them. Disguised as one of them. Venom looks at each person, trying to decipher which is his enemy. He sees two women that look exactly the same. He swings his massive claws at one of them; red blood erupts from her body. When he looks at the blood, he then realizes that he just killed somebody for no reason whatsoever. He looks around, realizing that he's just lost Carnage. Carnage suddenly leaps on Venom's back, digging his blade like claws into his back, absorbing his symbiote. "More." Carnage growled, taking Venom's strength from him like a mosquito. Venom snarls, grabbing the red version of him, throwing him through a car. Venom slams his fists down at the fleeing coward.

"Get back here you coward." Venom demanded.

"As who though?" Carnage wondered. "As her?" Carnage asked, forming his body into Gwen Stacy. "Or this?" He continued, becoming the red haired girl he dated in high school, Mary Jane Watson.

"As the sick monster you are." Venom snarled.

"Well that's a bit harsh don't you think?" Carnage snarled. "Well, sorry I've gotta run, gonna inform Harry of your betrayal." Carnage said calmly and insanely, walking away. Carnage launches a red symbiotic web onto the buildings, swinging away.

"And you tell that bastard I'm coming for him! He killed an innocent girl for nothing!" Venom bellowed, watching the cowardly Carnage escaping. Venom snarls, walking away. Carnage vanishes into the darkness again.

...


	8. Symbiosis

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter enters the stadium; the cold breeze that brushes against his face disappears into a warm slap in the face. Peter looks around, pressing his left hand against the wall. Sliding down against the wall in shock. Flash peers over his table to see the shocked Peter Parker, his brown eyes wide from what he just met. Flash runs over to him. "Peter?" Flash asked. Peter's hearing rings, blurring out the sound of their voices. Horrific images of Carnage's face flash into his eyes. The deranged laughter of the monster echoes through his brain. "Peter?" Flash repeated, waving his hand before Peter's eyes. "What's wrong?" Flash asked. Peter stutters.

"Cletus Kasady..." Peter stuttered, still terrified. And that is all the information that Flash needed.

"Oh fuck..." Flash exclaimed, rubbing his brow in frustration.

"You know him?" Peter questioned.

"Knew. He was a fucking deranged psychopath in a maximum security prison, he and I knew each other, and I had to talk to him to find out where to find someone in my missions. We didn't entirely get along." Flash explained.

"What the hell is on him?" Peter asked. Flash sighs.

"Carnage. Another personality, triple the insanity of Cletus and far more deadly. He can morph his arms into different weapons and can disguise himself as other people." Flash explained.

"Yeah, I saw that. He disguised himself as Gwen, trying to break me. And he nearly did. It was her eyes that gave it away. She had green eyes there, but the Gwen I knew, the Gwen I loved had blue eyes." Peter explained.

"Yeah, Cletus never has got the eyes perfected before." Flash explained.

"You still haven't answered the main part, what is it?" Peter asked.

"It's some sort of alien symbiote; he got it from someone known as Eddie Brock." Flash said.

"Yeah, he's decided to help us." Peter explained.

"What?" Flash sharply asked. A deep chuckle appears from above them. They both look up to see Eddie Brock stuck to the ceiling, his black suit with Peter's spider like powers sticking him there.

"I was beginning to wonder if you'd ever see me." Brock laughed. Flash suddenly fires his pistol at Eddie.

"Eddie no!" Peter yelled, grabbing Flash's gun. The terrifying Venom head swallows up Eddie's head, roaring at Flash, bouncing across the ceiling, dodging the bullets with his lightning speed. Venom slams down; the bullets simply bounce off of his symbiotic skin. Venom grabs one soldier by the throat, chewing down on the soldier's forehead, roaring savagely. He turns to Flash, grabbing him, slamming him against the ground. The blood smothered lips of Venom snarl at the man. He lifts his arm, ready to bring it down onto Flash's head. Suddenly webs impact Venom's face. Peter leaps over Venom, pulling the webs round his eyes. Venom roars in anger, reaching for Peter. "You're not thinking straight Eddie! Stop this! This isn't you!" Peter yelled, trying to convince the monster. Venom snarls, grabbing Peter by his hair, throwing the boy over his shoulder.

"I'm sorry; Eddie Brock isn't here right now." Venom growled, walking towards Peter. "There is only...Venom!" He roared, scraping his fingers across the floor, growling. Peter swings round, kicking Venom in the side of the head. Venom launches one of his symbiote webs at Peter, latching onto his leg, swinging him round and launching him through a wall. Concrete and metal bounces and explodes on the ground. Peter bounces along the floor. Peter unzips his coat and pulls his shirt off, revealing his Spiderman suit underneath. Peter grabs his mask from his pocket in his bag, pulling it down his face.

"Come on let's just talk this out!" Peter yelled. Venom roars at Peter. Peter crawls across the wall and onto the ceiling. Venom growls like a dog, leaping up onto the ceiling, his teeth drooling saliva. His long tongue flicks out like a snake.

"Okay so you don't wanna talk?" Peter asked. Venom roars aggressively at Peter, his bottom jaw opens at a pure ninety degree angle. A web suddenly shuts Venom's jaws shut. "There you go!" Peter joked. Venom growls in frustration, ripping the webs away. He slams his fist into the ceiling, causing symbiotic spores to climb their way towards Peter. "Whoa! Watch out!" Peter called out to himself. Peter rolls aside. The giant muscular Behemoth of a creature slashes his sharp claws at Peter, scraping through the ceiling. Peter launches web balls at Venom. Venom growls, whacking the webs out of his way, leaping at Peter, pressing him against the ground.

"Its bitsy spider..." Venom growled. "He went into the wrong neighbourhood, and lost the girl he loves..." Venom continued. Peter snarls in anger, ready to rip him apart. No matter how strong the symbiote is. He would kill anyone to insult her. "And that is why Spiders, never have families." Venom growled.

"Shut up!" Peter yelled, kicking Venom in the chest, firing a collection of webs around Venom's neck. Peter roars, grabbing the webs dangling over his shoulders, pulling back. Venom barks, reaching for Peter, excavating his razor sharp claws through the concrete walls. Venom throws Peter into a wall. Peter bounces off of the wall, firing his webs onto the catwalk, swinging around Venom, kicking him in between the eyes. Venom roars, grabbing Peter by the legs, throwing him on the ground, shattering the marble floor. Venom roars, stamping his enormous feet down at him. Peter rolls away, tripping Venom up by using his web shooters. Peter punches a locker, ripping out a sharp blade of the door. Remembering Lizard Man. Peter shoves the blade straight into Venom's symbiotic chest. Venom roars in agony, the Venom head peels away, revealing the screaming Eddie Brock. Peter screams, punching Eddie in the face over and over again. Suddenly a loud stun round impacts Peter. Peter yells in shock, falling off of the beaten Eddie Brock. Flash stands behind them, lowering his pistol. Eddie coughs in pain, looking at Peter unconscious on the ground.

"Flash." Eddie greeted.

"Eddie." Flash replied. "What the hell just happened there?"

"Venom, my alter ego, I usually control it but if I get shot at or hit etcetera, the symbiote takes over me. So that wasn't me there. What I need to know is what the hell happened to Peter there? I remember Peter; he was quiet and never really spoke. He was calm." Eddie asked.

"I take it then Peter told you about Gwen?" Flash asked.

"Yeah, and that's the only reason I'm helping you guys. She was the only one at school who was kind to me." Eddie explained.

"Shit man, I'm sorry that I was a dickhead. But what _Venom _said must have related to Gwen, because anyone who references Gwen in any way like that, Peter just snaps." Flash explained.

"This isn't the Peter I remember. He's different. Broken, you should have seen him when I was helping Carnage track Peter down. He wanted us to kill him. Carnage was ready to but he wanted it over and done with." Eddie explained.

"I know, he's lost hope a couple of times. But we need to find the Reviver." Flash said. "It's the only way to get his hope back so then he can help us."

"I know information about the Reviver, not much. But some stuff. Maybe where to start looking." Eddie explained.

"You do? Where?" Flash asked.

"Special Projects, maybe. I see Harry and Octavius going down there every day. I don't know why, and I don't even know if it is the Reviver. All I know is is that Harry Osborn wants the Reviver as much as you guys do. The Regenerator isn't hidden at all though." Eddie explained.

"Eddie, I'm sorry about how I treated you in school." Flash apologised.

"Don't expect forgiveness from me yet." Eddie said. A group of soldiers heave up the unconscious Peter Parker, carrying him into the Recovery Unit.

...


	9. Mind Heist

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter groans, waking up, his fuzzy eyes opening up. He looks around, seeing Felicia sat beside him, her white hair nearly blinding him. "What happened?" Peter asked.

"You and Venom had a bit of a fight. You got Eddie back; it's just Venom that made you snap." Felicia explained.

"Made me snap?" Peter asked, confused.

"You don't remember?"

"No, I remember faintly fighting Venom and then nothing." Peter stated.

"He said something about Gwen, something that made you go insane. You nearly beat Eddie to death if Flash didn't stop you." Felicia explained. Peter groans, sitting up, rubbing his forehead. A sharp pain in his head. The door opens up and Flash walks inside.

"Sorry Pete, but I had to stop you. I didn't know if Venom was gonna kill me after, but he hasn't ripped me apart yet so, I think we can trust him." Flash explained.

"How did you knock me out? I didn't feel someone hitting me." Peter asked.

"I shot you with a stun gun." Flash stated. Peter flicks his head in agreement.

"Fair enough." Peter said. Peter stands up, stretching his arms and legs. "What's the next step?" Peter asked. Flash holds up a file in his hand, placing it down on the bed where Peter sat on. An image of a man with an eye patch on his left eye on the image. A stubbly beard, brown eyes and long hair.

"This is Nicolas Carlyle. He is the leader of a crime gang near this area." Flash explained. "But they want the same as us, revenge and freedom. We've been working together for some time now; I need you to talk to him in joining the Resistance. I think he'll listen to you more than me Pete." Flash stated, sitting down on a stall by a desk. Fiddling with medical equipment.

"Why do we need them? Haven't we got enough soldiers to do this?" Peter asked. Flash shakes his head.

"We have good men and women to fight, but we need thieves and hackers to get our way in. Nicolas has the best of the best. They may have done bad things before this happened, but they will be our best hope into getting to Oscorp." Flash explained. Peter sighs.

"So I'm gonna have to work with the people I tried to stop?" Peter asked.

"It may seem strange but trust me, we need their help." Flash said. Peter groans.

"Where can I find these guys?" Peter inquired, looking straight at Flash.

"They have turned Grand Central Station into their base of operations. If you go there, find Nicolas and talk to him." Flash explained.

"They won't like me being there you know Flash." Peter stated.

"I know, you did put most of them in prison, but if they want this city back to normal, they will need to listen to you." Flash said. Peter nods, walking out of the medical bay, as he walks through, he stops, his Spider sense tingles, causing him to turn around. Leant against the wall is Eddie, bruised from Peter.

"Hello again." Eddie said.

"Sorry." Peter stated, looking at the bruises on his face. Purple and red on his cheek and forehead and his left eye.

"Eh, is alright, the symbiote heals it quickly." Eddie said, pushing himself off of the wall.

"No, that's not why, I shouldn't have hurt you. That wasn't me." Peter said.

"I know what you mean, Venom makes me someone different. A monster. But with Cletus Kasady, I don't really see any difference between them." Eddie explained.

"What is that? The symbiote?" Peter asked.

"I don't know, something crashed into my garden and I checked it out and it jumped on me, taking me over, I just felt pure rage through me. I then woke up at that Clock Tower." Eddie explained. Peter shudders at those very words. Eddie immediately notices. "What?"

"Sorry, it's just...that's where Gwen died." Peter explained.

"Sorry." Eddie said.

"Don't be, it's just a building. I guess though both our lives have been changed by that place hasn't it?" Peter asked.

"Yeah." Eddie agreed, nodding. "I'm coming with you on this mission Pete; perhaps some time together can do us some good. So then I can figure out which side I should trust." Eddie said.

"You're sure?" Peter asked.

"Maybe we can get past our history like this." Eddie said. Peter nods at him.

* * *

The two men swing through the city towards where the Grand Central Station. Black and Red. They both land on top of a building, looking at the building. Eddie walks forward, looking at the Grand Central Station. His black suit keeps Eddie camouflaged in the darkness of night. Peter stops, looking at the Venomous Eddie Brock. "Tell me something." Peter said.

"Hmm?" Eddie responded, still looking at the station.

"You had the chance to rip me apart when you were behind me, what stayed your hand?" Peter asked. Eddie looks over his shoulder at Peter.

"Curiosity, any other questions?" Eddie wondered. Peter kicks his foot against the dust on the roof, looking at the ground.

"What is it that Oscorp truly seek?" Peter inquired. Eddie turns to Peter, unable to see Peter's face from under the mask.

"Order, purpose, direction. No more than that. It's your lot who have been pursuing that choice of freedom." Eddie said, now supporting the motives of Oscorp. "Time was, superheroes pursued a far more sensible goal, that of peace." Eddie said, walking over to Peter, ready to walk away.

"Freedom _is _peace." Peter stated. Eddie stops eyes wide in disagreement.

"Oh no...It's an invitation to chaos." Eddie said, looking down at the station. "Only look at this little revolution your friends have started. I have stood before the council and listened to them stamp and shout. All in the name of liberty. But it is just noise." Eddie said making his point clear.

"And this is why you favoured Harry?" Peter asked.

"He understands the needs of this city far better than the people that represent it." Eddie explained. Peter scoffs.

"It seems your tongue has tasted sour grapes. The people have made their choice! And it was freedom!" Peter said, pointing at the city.

"The people chose nothing. It was made by a group of privileged cowards seeking only to enrich themselves, they convened in private and made a decision that would benefit them!" Eddie barked, clenching his hand into a fist. "Oh they might have dressed it up with pretty words, but it does not make it true! The only difference Peter, the only difference between myself and those you aid is that I do not feign affection!" Eddie snarled. Eddie launches a black web onto a flagpole, swinging away from the building. Peter contemplates to himself, knowing that deep down that Eddie's words speak truth. Peter launches his own web onto the flagpole, swinging with him. The two land before the entrance, two guards watching. The two powerful people look at the guards. "Do you really want to shoot us?" Eddie asked. The two guards open up the doors, the enormous Eddie Brock walks in first, then Peter walks behind, much smaller than he is. They all walk through, music blares loudly inside.

"It's a bit loud." Peter said, looking around.

"It's a good thing my Symbiote isn't affected by sound." Eddie chuckled. The two walk through, people looking not at Eddie, but at Peter with scowls. These men and women were arrested and put into prison by Peter. They walk inside of the main hall of the station, finding a large area of desks, with one at the end having the eye patch wearing Nicolas Carlyle sat there. All Carlyle sees though is Brock.

"Brock!" Carlyle cheered. Brock laughs back, grabbing his hand, shaking it. "It's been a while my brother."

"We need to ask you for a favor." Eddie said.

"We?" Carlyle responded. Eddie steps aside, revealing the Spiderman suit wearing Peter Parker. Carlyle leans back, looking straight at him.

"I need your help." Peter said. Carlyle laughs, pressing his hands against his desk, grabbing his cane. Pushing him up.

"You know what? This is priceless." Carlyle scoffed, walking round Eddie towards Peter. "This is priceless!" Carlyle laughed. He stares through Peter's mask eyes. "You know how many people here have been put in prison from your actions? Kid, if I were you...I'd get the fuck out of here. Right now." Carlyle snarled. Peter suddenly grabs Carlyle by the throat tightening his grip.

"I don't care where I put them; I didn't kill them did I? I let them live and for that you're gonna fucking help me!" Peter barked, even threatening Eddie slightly by Peter's rage. Carlyle pushes an M9 Handgun against Peter's chest.

"Feel that?" Carlyle snarled.

"You might as well shoot me, I've got nothing left if you don't help me and your cause will fall as well." Peter snarled.

"You really need us?" Carlyle asked, now realizing that he is telling the truth.

"The Resistance and I need you motherfucker!" Peter roared.

"Okay! You see this? This is over!" Carlyle assured, dropping the pistol on the ground, the pistol hits the ground with a clatter. He pats Peter's shoulders, turning to the other men aiming guns at Peter. "Put the guns down! Put your guns down! Get out of here! Okay?" Carlyle yelled. The soldiers lower their weapons, backing off. "Look, I've been looking for someone to take a job for me. But no-one here had the balls!" Carlyle bawled at the soldiers. Peter releases his grip from Carlyle's throat. He turns to Peter. "You'll do anything to get us to help? Right?" Carlyle asked.

"To bring back the girl I love, yeah." Peter said.

"So it's also personal?" Carlyle asked.

"Harry Osborn murdered the woman I loved, we have found something that can bring her back, and in the process we can overthrow Oscorp. And I can get my revenge, and the girl I love." Peter explained.

"Come with me." Carlyle said. He leads them through the loud facility. Barging through crowds of men and woman hiding from Oscorp. They enter a small room. Carlyle picks up a transparent plastic bag, holding it in his hand. "This, my friend, this will have us help you. One job from me, you earn our support." Carlyle explained, dropping a strange looking device into Peter's hand. Peter takes his mask off, not caring about his identity anymore. Carlyle takes a quick look at Peter's face. "You're young after twenty five years." Carlyle said.

"You know what I said about my girlfriend dying, that was twenty five years ago, I went after Harry but they put me into Cryosleep. For twenty five years. I was only awakened a few weeks ago." Peter explained. Peter looks at the device again. "What is it?" Peter asked, changing the subject from Gwen back to the true subject at hand. Carlyle does the same, not thinking much about knowing Peter's identity now.

"Take an Oscorp asshole. Right? A billionaire, he's here for some business he's here for whatever, we hijack him." Carlyle explained. "You forget his wallet, you forget his car. This..." Carlyle said, pointing at his head, taking the device holding it up. "Important men at Oscorp hold important data in their brains. Organic information, right out of his head." Carlyle explained. "Now I'm telling you we can get bank codes, passwords, login data. Access to billions. All you need to do is download the data into our wrangler's brain and bring it to me." Carlyle said. "And then, once we get our information, you will have our full support, because this guy has all the codes there are for Oscorp." Carlyle explained.

"Who is the guy we're after?" Eddie asked.

"We don't know his real name, but he goes by the name of Hammerhead." Carlyle explained. "He has become a big member of Oscorp like Kingpin. "We have tracked him down to be nearby at Central Park. He has been using some sort of new vehicle, as fast as a fighter jet but the size of a car. He has also got two Oscorp Droids as his allies."

"Right, so it may be more than a walk in the park?" Eddie asked.

"You will need to use guns kid, I don't know about you Eddie, I know about the symbiote so you could get close. But kid..." Carlyle said.

"It's Peter, Peter Parker, try not to tell everyone though, I'm trusting you with my name here." Peter said.

"Peter, you could get killed, so guns are your best option." Carlyle explained.

"What kind of guns?" Peter inquired.

"Well rifles, shotguns. Stuff like that." Carlyle explained.

"I don't have the best relationship with guns." Peter said.

"We don't have the best relationship with you, but we're making do aren't we?" Carlyle stated.

"Okay, fine. We'll need a four man team." Peter said.

"I'm sending my own data wrangler, brain to brain is, real tough." Carlyle explained.

"Okay, but Eddie's with me." Peter said.

"Yeah sure." Carlyle said. "Okay, I'll go get the boys ready."

"Wait." Peter demanded. "We need the codes for the Reviver most importantly."

"The most hidden device in Oscorp codes?" Carlyle asked.

"That's the mark." Peter said.

* * *

In Oscorp, Kingpin walks through the halls, stopping to see the large man with a wide and flat head, being Hammerhead himself. "You are here to...persuade me to renew our contract yes?" Kingpin asked, cane in his hand.

"Astute as always." Hammerhead said.

"Come with me." Kingpin said, walking with him. They both walk inside of a sealed room, turning off the cameras. "I'm not interested in your...little ideas. I'm interested in something much larger. This company is dying. There is a political like sickness inside of it, a tumor that needs to be removed. You and your company are in need of revenue that is drying up." Kingpin said, making Hammerhead sigh in disappointment. "So, Harry Osborn has decided that we need to cure this sickness. Is there a way that you can override the security drones to kill all of the council members?"

"A coup? Are you suggesting a coup?" Hammerhead wondered.

"Is it possible?" Kingpin inquired.

"I could write a reboot sequence, restart the Droid's systems, and at that point, they could be given new orders, yes." Hammerhead explained. "But I will need every single code in Oscorp to prove that I have clearance to do so."

"Then that is what you will do, I will send you the codes to your computer and you will keep the codes in your brain, safe." Kingpin explained. "And you're company will be rich in money for the next thousand years. Missile defense batteries, droids, everything we need to protect our liberty. All guaranteed of course by our new president." Kingpin assured, opening the doors and leaving. Hammerhead smirks, happy of this little coup idea. "Hammerhead, we have work to do." Kingpin said.

* * *

Back at the location where the heist will begin, Eddie and Peter walk over to two cars, a pair of black Dodge Chargers, modified with bullet proof sheets of metal skin and roll cages. He walks towards the two men, one of these being a man that both Peter and Eddie once knew. John Jameson. The fiancée of Mary Jane Watson when they last saw him. "John?" Peter and Eddie asked in synch. John looks up at them.

"Peter? Eddie?" He asked, walking over to them.

"It's been a while." Peter said.

"It has, so you are Spiderman?" John asked. "Nice." He said, surprising John by his little amazement. "And Eddie, nice suit." He said.

"It's not really a suit but thanks." Eddie said.

"How come you are still the same age since I last met you?" John asked Peter.

"Long story, I can tell you about it later." Peter said.

"Okay then, well I'll get my wrangler up and running, good to see you guys again." John said.

"How's Mary Jane?" Peter asked.

"She's good, we have a kid, she's a nurse, not exactly what she wanted to be a doubt but, it's something." John said.

"Well, if I see her I'll try and catch up; I'm a bit out of the loop I guess you could say." Peter said.

"Yeah, twenty five years out of the loop." Eddie said.

"I heard about Gwen. Pete I'm so sorry." John said sympathetically.

"Well, we've found a way to bring her back. So she isn't gone, not yet." Peter said.

"Well, let's do this for her." John said, sitting inside of the car. Peter walks over to an African American man with a collection of weapons on the bonnet of one of the Dodge Chargers.

"What up partner?" Irone asked. He looks at Peter's Spiderman suit. "Man that suit is tight!"

"Show me." Peter said, not entirely happy about using guns, but if it can get Gwen back, who is he to argue? Irone turns to the weapons, holding up an FN SCAR Mk 17 with a stolen Oscorp holographic site on the rail.

"Hold that." He said, giving it to Peter. Peter holds the gun by the rail, aiming down the sites, trying to remember whatever he can from movies. Not the best way to get firearms training, but it will have to do for him.

"What is this? A family Heirloom?" Peter wondered.

"Wait for it." Irone said, holding up an example of some Oscorp developed bullets. "These have small traces of Rubidium in the bullets, so as soon as they impact an enemy will explode with a fire radius of five meters." Irone explained. "Since we're up against Droids, these will be helpful at bringing them down." Irone explained. He picks up a Benelli M1014 Combat Shotgun, patting it. "And synched detonation rounds for this bad boy." Irone explained.

"I guess that'll work." Peter said. Irone chuckles, putting the shotgun in their car. Peter and Eddie sit inside of their car. Irone, John and another soldier sit inside of the other. The pair of Dodge Chargers drives across the streets, moving towards Central Park. Looking around.

"Okay, everyone hear this?" John asked.

"I hear you." Peter said.

"Copy." Eddie responded.

"Okay now here's the plan, as soon as we see Hammerhead's jet taking off, we put one of the detonation rounds into it, we bring it down and we start the heist. When the droids appear, we take 'em down." John explained.

"Copy that." Peter responded.

"Feels weird sitting in a car." Eddie said, and it would be after being used to swinging your way to where you need to be.

"I know what you mean." Peter said.

* * *

Hammerhead types into his computer frantically, and quickly. Unaware that nearby his location is the members ready to hijack him. He connects his earpiece to the computer by using a small USB like cable, downloading the codes to his brain. He crashes his computer just as the download finishes. A woman enters, looking at the mutated man. "Sir?" She asked, getting his attention, the threatening man looks at her. "The shuttle is ready." She said. Hammerhead stands up, abandoning his computer and walking out, his two personal guard droids with him, black metal hides with gold accents on them. They walk towards the small shuttle, he sits inside of his rich shuttle, and the doors shut up. The two Droids sit down on the other side. The shuttle's thruster's roar, producing blue plasma like flames, lifting it into the air. Peter runs out of his car, aiming his shotgun at the shuttle, firing it, launching a detonation shell into the shuttle. The Shuttle begins to glide away, the engines roar like lions. The two cars pursue it; the countdown on the round gets closer to zero.

_Three..._

_Two..._

_One._ The shell explodes, damaging the left thruster. The shuttle groans, dropping down. Hammerhead stares at the data on the holographic screens, seeing the damage report. The Shuttle bleeds out on fumes of jet black smoke. "I see you motherfucker!" One of the soldiers barked, watching the shuttle dropping in altitude. The shuttle slams down onto the grassland of the Central Park, bouncing across the land, slamming through a small pond. The shuttle slows to a halt, leaking fuel. The two cars arrive at the scene, moving out.

"Alright boys! Out of the cars!" Carlyle cheered, watching the event from Irone's helmet camera. They group all take cover behind their vehicles, knowing that there is a pair of droids inside of that vehicle. Hammerhead looks at the data feeds on his screens, seeing Peter and Eddie running out.

"Droids, there appears to be a wheeled vehicle with one...two occupants and they are armed and I'd like them dead." Hammerhead demanded. The back door of the shuttle opens up and one of the Droids stepping out, a M67 Fragmentation grenade in hand, pulling out the pin and throwing it at them.

"Grenade!" Irone hollered, diving behind the car. The explosion throws John in the air. John slides along the ground, groaning, dust covering him. The drone launches grenades from its grenade launcher underneath its M4A1. They wait for the Droid to reload its rifle. Peter accidentally cocks the rifle twice, jamming the rifle. When he fires, nothing emerges. His inexperience in using rifles causes this to happen.

"It's jammed!" Peter yelled, hiding behind the car. He gives it to Eddie, and Eddie cocks it again, releasing the jammed bullet, loading only one into the chamber.

"Got it!" Eddie yelled. Peter takes the rifle, aiming up, using his Spider senses to lock onto the Droid, and unleashing a barrage of explosive rounds into the Droid. First the arm of the Droid explodes shards of metal and piping launch into the air, then its chest and finally the head. The Droid shatters like glass, chunks of metal and cables bounce across the ground. They all look around to see that there are no Droids to be seen.

"Go! We've got you covered!" Irone yelled. Peter launches a pair of webs onto the door, heaving back with all his strength, ripping the door from its hinges. Hammerhead points a gun at them, only to see that he is outnumbered and outgunned.

"Don't fucking move." Peter snarled, pulling his chair out.

* * *

Kingpin walks out of his viewing room of the situation. He places his finger on his ear. Connecting to an unknown source. "I have a situation here, Kraven do you read me?" Kingpin asked.

* * *

In the center of the city, a hooded man walks through the crowds of many people. He pulls his hood back to reveal his face. A thick black beard with long hair. Scars across his face and wearing a Lion head vest. He answers Kingpin's call. "Ahh Mr Fisk, how lovely it is to hear your voice!" Kraven said sarcastically. He has a Russian accent and a very aggressive sounding voice.

"There is an Oscorp associate carrying sensitive brain data out of the city right now; some thieves are trying to hijack it. The Spiderman is involved along with Eddie Brock." Kingpin said.

"What's in it?" Kraven asked.

"That's classified." Kingpin returned, trying to keep the coup a secret.

"Well, why should I help? I need to know Willy." Kraven snarled.

"We are overthrowing the council of Oscorp. He has all the codes, if those thieves get that data they have the keys to the whole facility." Kingpin said.

"So I can ask for whatever I want can't I." Kraven said.

"Yes, whatever you need to get that data safe." Kingpin said. "I've already sent two of your preferred members to your location. They should be there any second." Kraven looks over, seeing a large Pave Low Helicopter hovering towards him.

"Send me the mission data." Kraven snarled. Kingpin nods. Kraven walks towards the enormous helicopter. A man with a large robotic suit like Rhino's and Vultures but it has a long sharp tail on it. He raises his hand being the Scorpion. They both enter the Pave Low.

* * *

Back at the heist, suddenly another Droid steps out. "There's another one!" Irone yelled, launching a cloud of machine gun rounds at it, smashing the gun out of the Droid's hands.

"Don't hit Hammerhead!" Peter yelled. As soon as Peter yells that, a bullet impacts Hammerhead's chest. Hammerhead gasps in agony, blood splatting on the wall. Peter sprints at the Droid, tackling it. They both slam against one of the Chargers. The Droid grabs Peter, throwing him over the car, jumping on it, after him. Slamming its fist down at Peter. Peter kicks the Droid in the chest, grabbing its head, twisting it. The Droid panics, reaching or Peter, screeching, flailing its arms about. Peter strains, ripping its head from its shoulders. The torso of the drown collapses, deactivated. Peter throws the head of the Droid away; the head bounces on the ground, scratching along the floor. Peter turns to Hammerhead, seeing him having a panic attack from the impact of the bullet. "Oh no, no, no!" Peter yelled. "He got hit! He got hit!" Peter shouted repeatedly. One of the soldiers runs up to Hammerhead.

"Is it in the head?" The soldier asked.

"No, it's in his chest." Peter said.

"Well we're fucking good man." The soldier assured. "Hold his head." Peter holds Hammerhead's head still, Hammerhead gasps as he connects the cable to his ear. Peter attaches his cable to his device on his ear.

"Are we synching?" John asked.

"Yeah, yeah we're synching." The soldier said, looking at the screen on his laptop. The download screen appears, starting and one per cent. "Okay it's gonna work. It's gonna work!" The soldier said. Irone looks at the horizon to see a strange dot getting larger and larger. Forming the shape of a helicopter.

"Guys we've got incoming!" Irone called. The soldier looks up.

"Oh fuck me." He said, his eyes shocked.

Kraven holds onto the side of the huge helicopter, his vest's fur blows in the wind. He gives a chilling smirk as he sees the site, smoke trailing in the sky, marking their location like a big _X _on a treasure map.

"Come on guys hurry up." Carlyle said back at the Station, hands on the back of his head.

"Okay we're close, ding here I go!" The soldier cheered. The download finishes, the final product reveals all of the codes, but all of the codes moves around so quickly it looks scrambled. "It's scrambled I can't read the data!" The soldier yelled.

"Whoa, whoa! What the hell do you mean by_ scrambled_?" Peter questioned.

"It's scrambled I can't read the data!" The soldier yelled.

"What?" Carlyle yelled, shocked. The soldier looks behind Peter to see the Pave Low approaching, getting closer by the second.

"Oh fuck this!" The soldier snarled, shutting his laptop.

"No! No! Run it again!" Peter begged, grabbing the soldier's arm, so desperate.

"Fucking get off me man! I'm fucking bailing!" The soldier yelled, pointing a pistol at Peter's face.

"Please, run it again." Peter begged. Desperate to get their goal to get Gwen back done.

"I can't, get the fuck off me!" The soldier snarled, pushing himself away from Peter, running away.

"What the fuck are you doing soldier?" Carlyle bellowed in fury.

"Peter! We've got to get out of here!" John yelled.

"Dammit! We were so close!" Peter yelled. The Pave Low roars overhead, Kraven stares straight at them, snarling. The Helicopter banks round. Kraven looks at the fleeing soldier.

"We've got a runner boys!" Kraven called. He locks his wrist device onto the soldier. "Okay." Kraven said, launching three small projectiles at him. The small devices impact the soldier with enough force to crack his skin. The soldier screams in pain, firing his pistol at the helicopter, missing Kraven and only scratching the paintwork on the helicopter. Kraven detonates the devices with his gauntlet. The soldier suddenly explodes; pieces of him are thrown into the air. Blood and bone bounces on the ground from the explosion. Kraven cheers, slamming his hands against Scorpion's hands.

"That's what I'm talking about!" Scorpion cheered. A mysterious, helmeted man looks at them, wearing an Astronaut like helmet and purple robes and golden gloves. Being none other than Mysterio.

"Fuck man!" Carlyle yelled in frustration. The Pave Low banks round. Kraven looks at Peter below.

"We've got another one! I've got him!" Kraven informed, dropping down from Pave Low. He slams down, his superhuman strength allowing him to fall from such a height. He stares straight at Peter who is unaware that Kraven is right behind him.

"Eddie! Get out of here! We can't fight them!" Peter called.

"Yes we can!" Eddie yelled.

"No! Get back to Carlyle! Nothing else matters!" Peter yelled. Eddie nods, seeing that walking through the dust is Kraven behind Peter.

"Peter!" Eddie yelled. Peter turns around, meeting the fist of Kraven hitting him in the nose. Peter staggers back and Kraven grabs Peter by the neck, unsheathing a knife, imbedding it in Peter's chest. Peter screams in agony, blood seeping from his chest. Peter grabs his chest in pain.

"I'm gonna enjoy skinning you!" Kraven snarled, grabbing him by the hair. Suddenly a bullet impacts Kraven's shoulder. Kraven turns to see Irone shooting him with a M9 pistol. The bullets simply bounce off of his armour plating behind his clothing. Kraven punches Irone in the face, imbedding his knife into his throat, pushing it further and further through Irone's throat, Irone splutters and cokes. Kraven presses his hand against Irone's face, pushing it back so hard; the knife rips his throat clean open. Irone collapses to the ground, dead. Peter grabs his rifle aiming it at Kraven. He unleashes a wave of explosive rounds. Kraven presses his hand down on an Oscorp device, projecting a holographic shield, shielding himself from the rounds, slamming him against the car from the shockwave of the explosives. Peter turns away from Kraven, limping away, he tries to fire a web but his shooters are jammed from dust in the floor. The red beeping light alerting him of the problem. He flees, limping away from the scene. Kraven coughs, staring at Peter running away.

* * *

Back at the Oscorp tower, Kingpin activates his comm again. "We've got one assailant leaving on foot sir, I don't know where the others went, but the Spiderman has the data." One of the men said.

"They have the codes, repeat, the thieves have the data. Apprehend him at any cost, do not damage his brain." Kingpin warned. Kraven growls, walking towards his landed Pave Low.

"Come one we've got a runner boys!" Kraven shouted. Hammerhead passes out in his chair, his heart stopping its pulsating. Peter enters a small suburban area of New York, very injured as he limps, grabbing his belly in pain.

...


	10. Catching Up

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter limps through the town, turning around to see the Pave Low pursuing him, using a thermal camera to scan the area, searching for him. Peter pulls his mask down, lifting his hand to see the incision in his belly. He turns back round to see a woman pointing at her carriage with pigs on top of it. Peter limps over to it, crawling underneath it. The Pave Low hovers overhead, the giant vehicle blocks out the sun, creating a threatening black shadow. Kraven and Scorpion stare intently at the feed from the cameras. "Come on where are you hiding?" Kraven snarled, looking at the cameras. On the thermal imaging camera, the pigs appear. "What's that?" Kraven said, pointing at the pigs which just look like a white dot on the edge of the road. They hover directly above the pigs. On the feed, the camera shows more clearly that there is nothing but pigs.

"Oh, looks like a heard of pigs boss." Scorpion said, gesturing his hand in an _I don't know _fashion. Kraven slams his hand against Scorpion's chair.

"Fuck you man! Find him! Head back to the crash site! See what we can find!" Kraven demanded.

"Roger that boss." Scorpion said. Mysterio remains silent, leant against the wall, fiddling with his smoke bombs. The Pave Low banks round, blasting away, its propellers roar as it soars away. Peter watches the Pave Low leave and he crawls out of the carriage. He staggers to his feet, putting pressure on his wound. He limps away, past the woman that just saved his life.

"Thank you." Peter groaned. He limps away, limping through the street.

* * *

The Pave Low roars over head of the city. Kraven walks around. Scorpion looks at Kraven. "Hey boss? I think you'd better come look at this." Scorpion said. Mysterio and Kraven walk over, looking at the screens. The codes showing up on the screens, the Oscorp logo in the corner of the screen. "This is the data being transferred between Hammerhead and the criminals sir." Scorpion said.

"That's why they want it so badly, what Kingpin said was true, he has the keys to the kingdom in his fucking head!" Kraven said.

"Now we just have to find him." Mysterio said, keeping his face hidden in his helmet. Kraven walks over to a console. Inside are a collection of recon drones.

"I'm gonna let the girls out." Kraven said. The drones drop out of the helicopter, their turbines giving them propulsion. The multiple drones search the overgrown city.

* * *

Peter breathes in a raspy tone, groaning in pain. He looks up at a hospital, knowing that if he goes in there, he will have to reveal his identity. He looks at the windows to see a red haired woman walking through, an attractive girl with green eyes. She walks through, around five foot eight tall. The only person she could be is Mary Jane Watson. He limps towards the hospital but collapses from pain. He breathes heavily, pulling his mask off, leaning against a dumpster.

* * *

Mary Jane walks through the hospital, towards a small brunette girl around seven years old. A pair of green eyes and a large head with large cheeks. Mary Jane kisses the girl on the forehead. The girl awakens, seeing Mary Jane. "Hey sweetie." Mary said, stroking the girl's head.

"Hey." The small girl responded. Looking up at her mother.

"We can go home." Mary assured.

"Am I better?" The girl asked. Mary Jane doesn't answer the specific question though.

"I'm gonna go get the car, okay?" Mary said, kissing her child on the cheek. She walks away, walking through the hallways, opening the hospital doors, heading to her BMW. Peter looks over at Mary.

"Mary..." Peter groaned weakly. Mary Jane turns, seeing Peter on the ground in his Spiderman suit.

"Peter?" She called, jogging over to him. She looks at him on the ground with raspy breath. "Oh my god what happened to you?" She asked, lifting up his blood covered hand covering the incision by Kraven's knife. "Oh shit! Let me go get the medics!" Mary said, standing up.

"No! No!" Peter called, making her stop. "I can't go in there." Peter said, tears emerging from his eyes from pain.

"Peter, you need to go through the computers to receive treatment." Mary explained.

"No, I came for you, John told me before this happened that you're a medic, please there are people trying to kill me, if they found me here they would kill me. Please, I don't wanna die." Peter begged. Mary turns to her car.

* * *

The door of Mary Jane's house opens up, she hits the light turning it on. She leans him against the sofa. "Stay awake!" Mary ordered running back to her car. Carrying her child through her house, laying her on the girl's bed.

"I wanna see the man." The girl said.

"Mommy's gonna go help him okay, try and sleep." Mary assured, kissing her daughter on her forehead. Mary turns her daughter's light off, closing the door. She runs over to Peter, pulling out a gurney with a mini hospital inside. She tries to pull Peter up. "Come on Peter!" Mary begged. She helps Peter onto the gurney, rolling the agonized boy over. Peter shouts in agony. Mary Jane connects the medical equipment to his injured body. She presses sheets of tissue paper against his wound, keeping the blood inside, not outside. She pulls the cloth away, seeing his hand lose grip on the photograph of him and Gwen kissing. She looks at Peter, realising that Gwen has died by how he has been acting.

In Peter's mind, his dreams return. He and Gwen cook in his house with Aunt May. Aunt May looks at the happy couple. "Try not to make a mess." May said.

"I won't May, I don't know about Peter over there." Gwen giggled.

"Hey! I can be neat if I want to be!" Peter said, defending himself.

"I don't believe those words for a second Mr Parker. Every time I come in your room it's a mess. You can't even wash the cloths without turning them blue and red!" May said, pointing at him. Gwen and Peter look at one another secretly, both knowing why that happens, giggling. "I still expect a good reason about that by the way." May demanded, shaking her head.

"I told you, I was washing the flag!" Peter said.

"And like I said, nobody washes a flag!" May said.

"Gwen? Do you wash you're flag?" Peter asked.

"No." Gwen giggled, shaking her head.

"Seriously?" Peter wondered. May sighs.

"I'm gonna go get some vegetables, if you two wanna get started on our family dinners you can." May said, walking out of the building. The door slams shut. The two look at one another, sharing a compassionate kiss, waiting for May to leave the room.

"I was holding that for so long." Peter said, stroking her blonde hair.

"I was as well." Gwen replied, giggling. They both hug one another tightly. "So, you wanna try cooking?" Gwen wondered.

"Sure." Peter said. As time passes, the two turn on a radio, playing jazz music. The two dance whilst cooking meat and vegetables for Thanksgiving Day. Peter doesn't dance much but Gwen gets very excited, maybe a little too excited. Peter prepares something new as a snack...pancakes. Peter lifts up his frying pan. "Watch this Gwen." Peter said, carefully holding the pan. Gwen turns, a smile pretty much glued onto her face. Peter swings up it but it doesn't come back down. He looks around. "Where'd it?" Peter wondered, looking at the ceiling to see it stuck. They both burst out laughing.

"I don't think we should use that one!" Gwen giggled. Peter launches his web onto it, throwing it into the bin. "Good shot!" She laughed. Gwen walks around, unaware of the fact that there is slippery water under her feet. She yelps, nearly slipping over. Peter catches her, catching the knife with his other hand. Holding her in a cliché romantic position, leaning her with one hand, looking at her. He places the knife on the table. They share a romantic kiss with one another, Gwen strokes Peter's cheek passionately, her blue eyes closed while they kiss. Peter and Gwen stop at the sudden open of a door. May opens the door, bags of vegetables in her arms. Awkwardly, Gwen straightens her hair out, trying to act as if she didn't catch the two kissing. But May isn't an idiot.

"You don't have to hide your love you two." May said, smiling at their happiness. "I'm happy for you two." May said.

"Thank you May." Gwen said, still nervous. She leans her head on Peter's shoulder. Peter kisses her head, looking at the door, his eyes change as he sees Harry in the doorway, staring at him.

"That happiness won't last." Harry snarled. Peter closes his eyes, shaking it off, seeing that Harry is gone.

* * *

Peter gasps, awakening back into the real world. He looks at his hand to see his picture in his hand. He groans, sitting up. Mary enters the room. "Peter wait." Mary demanded. She lifts up his shirt, checking the stitched up wound.

"Thank you." Peter said, expressing his gratitude as much as he can with his darker personality.

"Who did this to you?" Mary asked.

"I recognised him, Kraven." Peter said.

"Shit, nasty piece of work isn't he?" Mary asked.

"Yeah, we were trying to get some data from someone from Oscorp to try and get the codes to overthrow them. It...It went bad." Peter explained.

"I saw the picture of you and Gwen. What happened? I saw in your eyes when I found you that something has changed." Mary said.

"She's...she's gone. Harry Osborn murdered her. But the reason I'm helping them is so we can get her back. There's something that Oscorp made that can revive the dead to the state they were in just before they died. Around a couple of minutes. But we need to find it." Peter explained.

"I'm so sorry; I knew how much you loved her." Mary said.

"It's not over yet." Peter said, still with hope.

"How come you are still as young as you were when we last met?" Mary asked.

"Gwen died twenty five years ago, I went after Harry and he captured me, put me in Cryosleep for twenty five years. I've only woken up a few weeks ago." Peter explained. "It was a shock when I saw what Oscorp has done." Peter said.

"Mommy?" The girl asked, curiously peering round, looking at Peter. Peter looks at the girl, now realizing that coming here was a mistake.

"Hey honey, come here." Mary said, holding her hand out to her.

"Who's that man?" The girl asked.

"This is Peter, mommy knew him when I was a little older than you. This is Isabella." Mary said.

"Hi." Peter said, looking at the small girl.

"Go watch your cartoons; I'll be with you in a minute." Mary said, letting the girl go do what she wants to do.

"I forgot you had a...I'm so sorry I have to go." Peter said, standing up.

"No, Peter waits." Mary begged.

"No, I shouldn't have ever come here!" Peter said.

"Peter, she's dying, she's in the final stages of Heart Cancer, nobody knows why. My life is complicated." Mary said. "Please I have no idea on how to do this." Mary said.

"Do what?" Peter inquired.

"Get her healed by those devices Oscorp has." Mary said.

"I, I would if I could!" Peter said pure sorrow in his voice.

"Please." Mary begged.

"I'm sorry, the only thing I can do to help you is leave, I promise." Peter said. Peter walks past her, toward the door. He feels a warm sensation on the tips of his fingers. He looks down to see Isabella grabbing his fingers with her tiny hands. She looks at his bandages on his chest. Peter slowly grabs his Spiderman suit.

"You have bandages." Isabella said.

"Yeah I have bandages." Peter said. She unravels her own bandage on her wrist.

"I don't want you to be sick." The sweet girl said. Her big green eyes looking at him. She starts wrapping her bandage round Peter's hand where some bruises and cuts are. "You wanna hear a story?" Isabella inquired.

"No...I..." Peter stuttered, know knowing he needs to listen.

"There once was a Spider who lived in a Rainforest, he was hungry and he was small. So small that he was too small to get the foods he wanted, while the bigger ones get all the food that they want. So he made friends with a beetle and..." Before she could continue Peter interrupts her.

"Okay stop." Peter said, thinking he knows what will happen. The small girl looks up. "It doesn't end well for the Spider." Peter said.

"Yes it does, because he can stand on the Beetle's back and get all the food that he wants." Isabella told.

"What's in it for the Beetle?" Peter asked.

"The Beetle wants a friend." She said. Peter contemplates on the story. He walks away, Isabella's bandage on his wrist. He walks towards the door, opening it, looking back at her.

"I'm sorry." Peter said, walking out, closing the door.

...


	11. We can change the course of History

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Kingpin leans back in his seat. "Issue a full containment order for Oscorp. Lock the building down." Kingpin ordered.

"The whole tower?" A woman asked.

"Spiderman's still out there, until we apprehend him, we keep a full lock down until we get our codes back." Kingpin ordered. Kraven, Scorpion and Mysterio enter the room. Kraven stares at the screens. "We've lost him, but our drones are searching for the bastard." Kraven snarled.

"We'll find him; you know Harry Osborn wants Peter Parker alive. He wants to have a nice chat with him." Kingpin said. He stares at the screens, smoking his chubby cigar.

"You'd think after having him for twenty five years in a frozen tube he would have had enough chats." Mysterio scoffed, his arms crossed.

"Mr Parker wasn't awake at that point, but now they can actually talk. Anyways, I need you here Mysterio, Osborn has a plan. Kasady said he'll join you two on this trip." Kingpin said.

"Yes I will." Cletus said, stuck on the ceiling, his red body giving him away slightly. He drops down beside them, looking at them, slightly threatening to them. "Where do we start _boss_?" Cletus hissed.

"Now." Kraven snarled back.

* * *

The Threatening Three enter their Pave Low, the enormous helicopter rises into the air, its propellers roaring as they rotate round at such fast speeds. The titanic helicopter soars away in the skies of New York. The Green Ocean of trees infecting the city like a plague. Scorpion sits down, looking at the screens that the drones record, his eyes focus on one specific image. The house where May Jane is living in, where Peter Parker has just closed the door of.

* * *

Back at the Grand Central Station, Carlyle picks his teeth with a toothpick, looking at the information on the tower. Suddenly a red text box appears with the words _Locked Down. _"What the?" Carlyle exclaimed, looking at the projection saying the same thing. His eyes widen. "Peter."

* * *

Peter sighs, walking forward. The sound of Recon Drone jets echoes throughout the neighbourhood. Peter sharply turns as he Spider sense tingles, staring straight at the camera of one of the drones floating through the streets. Peter flees, trying to stay behind the bushes so the Drone cannot identify him. Peter dives behind a car, checking his web shooters. "Damn." Peter exclaimed, forgetting to repair them. He looks at the car's mirrors, ripping one off. He peers round the car, locating the drone.

"Hey boss?" Scorpion called in the Pave Low to Kraven, pointing at the screen. "I think we've got him." On the screen, Peter bowls the mirror at the drone, cracking the screen. The Drone slams down against the floor, its jets spluttering.

"Land this fucking craft!" Kraven barked. The Pave Low makes a sharp turn, heading towards that drone's location.  
Peter sprints through the streets, quickly, trying to escape the area, trying to get back to Grand Central Station. He runs through the area, moving into an alleyway. And then suddenly, this alleyway looks familiar. Flashing images of where Uncle Ben died appear before his eyes. Peter pulls his mask off, looking around, remembering this place. Where Ben died, blood covering Peter's hands. He turns around, seeing a man; the man walks forward, a scar on his nose where he slammed his face against a wall, where someone beat him up. It's the same man that he thought killed Uncle Ben in his search for vengeance. "I told you I never forget a face." The man snarled. Peter turns around to see his friends behind him. The men suddenly rush Peter. Peter jumps above them, bringing his feet down on their backs, punching one of the men in the chest. Peter grabs one of the men by the face, slamming him against the ground. And just like last time, there are more of them than he had anticipated. Peter flees again, jumping over the fences, suddenly meeting the wooden bat of another man. Peter staggers back in shock, dazed from the sudden impact. Peter grabs the man by the head, slamming his head against the wooden fence, knocking him out cold, also breaking the fence at the same time. The scarred man sprints at him with a metal baton, swinging it at Peter. Peter grabs the baton, staring into the man's eyes, snarling. He pulls the baton from his hands, swinging it across the man's face, smashing a tooth out. The man cries out in pain.

"I helped you back up! Doesn't that show you anything? Your day could have gotten a lot worse if you were the man I was looking for!" Peter bawled, snapping the baton in two, throwing it on the ground. Another man appears on the rooftop with a handgun, firing bullets at him. Peter dodges the small calibre bullets with his lightning reflexes thanks to his Spider sense. Peter grabs a piece of the baton, throwing it straight at the gunman, hitting him in the face. The soldier yells in pain, being knocked on the ground. Peter jumps on the wall of the building, climbing up it, being pursued by the pirates. Peter jumps up onto the rooftop, turning to see the man, sprinting at him with a knife. The man swings his knife at Peter, Peter slides under the knife, smacking it out of the Pirate's hand. He grabs the Pirate's hand, bending it back, pushing the man onto the ground. "Maybe it's time to just give up?" Peter asked.

"Then why don't you kid?" The man snarled.

"Because I still have a mission to finish! Yours has already been completed!" Peter said.

"Not yet!" The man yelled, smashing his head against Peter's nose, swinging round and punching him directly in the face.

"Then tell me...did you kill him? The old man who was shot a day before we met?" Peter interrogated.

"No, but the man who did was a friend." He snarled. "So I don't care about what he did or didn't do." The man snarled. The man lunges at Peter, swinging his fists at him. Peter easily dodges, kicking the man in the knee, swinging his foot round, hitting him in the chest. The man coughs in pain, staggering back. He swings at Peter; Peter grabs him by the waist, roaring, slamming him down on the ground. A loud crack echoes from the man's head and neck. Peter turns round, ready to fight more but sees the man isn't getting back up. He cautiously walks over, pressing his fingers against his neck to find no pulse.

"Oh fuck." Peter exclaimed, pressing his hands on his head, stepping back. He looks at the dead man, realizing what he's just done. Peter slams his fist into the ground in anger. Peter looks at the trees, knowing he can use those to jump his way across the area.

* * *

Mary Jane sits on her bed in her house, unaware of what is going on outside. She gasps; rubbing her hands down her face is distress. The sounds of heavy footsteps rumble outside her house, catching her attention. Through inquisitiveness, she approaches the door, brushing her red hair out of the way. "Mommy is everything okay?" Isabella asked.

"It's okay sweetie." Mary assured. Suddenly the door explodes and Kraven and Scorpion storm in. Kraven pushes her on the ground, near her child, so they know that they are only there. Cletus walks in next, his red, claw like feet scrape across the floor. He growls, looking around. His Carnage head peels back, revealing his face. He turns to Mary who is lying on the ground. He walks towards her, scaring her beyond belief.

"Afternoon." Cletus said, even with a casual voice he sounds like he is snarling. "Sorry to burst into your home and traumatize your young daughter." Cletus said, looking at her, the red symbiotic strands dance as he looks at her. "We are looking for a young gentleman, who was in this very house a moment ago; I was hoping you would tell us where he went." Cletus snarled. Terrified, Mary Jane trembles.

"No...I...I don't know where he is." She whimpered, telling the truth. Cletus clenches his sharp fingers into a fist.

"I don't believe in committing violent acts in front of kids." Cletus hissed, despite burning an Orphanage to the ground. "So I'd like you to close your eyes sweetheart." Cletus said, looking straight at the terrified Isabella. She closes her eyes, whimpering, covering her face into her mother's leg. "I really need you to tell me." Cletus growled. He suddenly snaps, slamming his fist into Mary's mouth. Mary yelps her red hair is thrown back from the impact of the fist, holding her cut lip. "Where is he? You remember now?" Cletus barked, his eyes glow red intensely.

"Mommy!" Isabella cried.

"Keep your fucking eyes closed!" Cletus barked at the small girl. Mary holds her adorable daughter close.

"Please, he was injured, he came to me for help, I helped him and he left. Please." She begged, telling the absolute truth. Cletus laughs, looking at his teammates.

"Don't you fucking hate that eh? No loyalty." Cletus snarled. He peers round, seeing the gurney where Peter was healed on. Blood on it from his wound. "What's this? You got a hospital running here? What's going on here?" Cletus demanded.

"She's sick." Mary announced a tremble in a voice.

"She's sick? She's sick? Why don't you let me have a look at her? It's alright." Cletus said, with a creepily friendly voice to the girl. Trying to touch her. Mary slaps Cletus' hand.

"Don't touch her!" She hissed at the Serial Killer. Cletus chuckles maniacally.

"You see that? Protective instinct!" Cletus laughed, trying to get the girl again.

"I said don't touch her!" Mary screamed at Cletus, hitting his hand again. Cletus grabs her by her red hair, snarling, she yells in pain.

"I'm just trying to have a word with your child if you just give me a minute!" Cletus barked. "Bring her." Cletus ordered, grabbing Mary by the arm. Scorpion wraps his mechanical tail around Isabella, lifting her up into the air, carrying her.

"Where are you taking us?" Mary yelled.

"Mommy!" Isabella cried.

"You have something I want; I can give you something you want." Cletus snarled. The group enter the Pave Low. Kraven slams Mary into the seat, locking her in.

"Sit down! Shut up!" Kraven barked. Scorpion drops Isabella in Mary's arms. Cletus sits down beside her, looking at her terrifyingly. The Pave Low's propellers roar, rotating round, the massive machine rises into the air.

* * *

Peter walks towards the station, finally arriving without the use of his web shooters. One of the soldiers raises his hand at Peter. "Stop." The soldier demanded. Peter grabs the soldier by the throat, tightening his grip. He drops the man, storming inside towards Carlyle. Eddie looks at Peter walking in, alive. John as well.

"Peter!" Eddie called. "You made it." The soldiers all aim their guns at Peter.

"Don't shoot him! Let him come!" Carlyle shouts. Peter walks towards Carlyle. "You got something! Didn't you?" Carlyle said.

"What?" Peter inquired, confused.

"That's why they locked down the tower. Come on, corporate details, bank details! You've gotta have something big in there!" Carlyle stated.

"No, I got fucking nothing man! It all got scrambled! You owe me, let's go fucking now!" Peter yelled.

"We can't! The tower has been locked down! There's nothing we can do! No one is getting in there unless they have access!" Carlyle barked. Peter stands speechless.

"Until when?" Peter inquired.

"Until, I don't fucking know." Carlyle replied, the room remaining silent.

"I've gotta get in there man! I've gotta fucking get in there!" Peter exclaimed.

"Oh! Everyone needs to get up there! My guys are working on it but I personally do not think that we are ever, getting back online." Carlyle said, holding up a cable to look into Peter's mind. "But, for now, let's just have a look at that head of yours." Carlyle said, reaching to Peter's device on his ear.

"Get the hell away from me man!" Peter exclaimed, pushing Carlyle away.

"Hey, look at me. If they locked down, the whole fucking tower. For what's in your head. Maybe, the key to opening it may be in there too. Right?" Carlyle asked. Carlyle walks round his desk with the cable. "Come on." Carlyle commanded. Peter follows him. John and Eddie walk over to the desk, looking at the screens while Carlyle connects it. The image of the codes moving around appears. John and Carlyle stand flabbergasted, knowing what this is. "They will hunt you, to the edge of the Earth for this." Carlyle said in amazement.

"What is it?" Peter asked.

"It's all of the codes in Oscorp; with this you could hold the power to override their whole system." Carlyle explained, turning to Peter. "Get us to the Reviver. Open the borders. This...can save Gwen's life. We can save...everyone." Carlyle said.

"When can the Resistance storm Oscorp?" Peter asked.

"My guys are hacking into their system, but soon." Carlyle stated.

"Don't bullshit me, when can I go?" Peter demanded.

"I don't know. Five days?" Carlyle predicted.

"Oh fuck you! The Resistance doesn't have five days! We've got hours until Harry and his men wipe us out!" Peter said.

"My guys are working on it." Carlyle explained.

"You're always working on it...you can't get us in there. I don't know why you bother sending troops in they just get fucking gunned down." Peter stated.

"Not with what's in your head! That's what I'm talking about! We could control the system here! We could be in charge! We can change the course of fucking history here!" Carlyle yelled, trying to convince peter to listen.

"Okay, so back up then. What I have in my head, is worth a lot to Harry right?" Peter asked. Carlyle backs up, knowing what Peter's about to say.

"Don't do this." Carlyle begged. "If those codes fall into the wrong hands, they could Lock Down for good!" Carlyle warned.

"Look, after I revive Gwen, you can have all of this. But I will not fail her." Peter said.

"This is wrong Peter, don't do this." Carlyle begged. Peter rips the cable out, standing up. As he turns to walk away, the holographic image appears, as a heavy bang echoes throughout the city. Peter turns with everyone else. Flash appears on the screen, the stadium behind him under attack, scratches and cuts and bruises covering Flash's face.

"Peter! If you're there! The Resistance is under attack! Harry came early! We need your help!" Flash yelled. A loud explosion cuts the call. Peter stands still, speechless. He turns to his bag that he left here. He pulls out a new pair of web shooters, attaching them to his wrists. He pulls his bag up, walking away. Carlyle takes a small penny sized tracker, placing it on Peter's back. Peter turns, pushing Carlyle on the ground. Eddie walks with Peter. The soldiers yell at Peter, aiming their guns at the man, but Peter doesn't even look.

"Don't shoot him!" Carlyle yelled. A soldier sprints at Peter, ready to hit him. Peter punches the soldier in the face, flipping him over onto the table, taking the soldier's handgun, walking out of the building, fists clenched tightly.

...


	12. Attacked

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Soldiers battle at the Stadium, trying to stay alive. Bullets whizz through the air, slamming against the concrete walls at such speeds and force the bullets explode. Oscorp soldiers push their way towards the base, huge FV4034 Challenger 2's, launching enormous shells at the stadium. The shells explode dramatically on impact. Throwing some of the Resistance soldiers on the ground from the shockwave of the explosion. In between the enormous tanks is the now repaired Rhino Suit, browning machine guns on each arm, unloading on the enemy. Rhino laughs maniacally, bullet casings bouncing on the ground. Rhino launches a hellfire of missiles directly at the soldiers, shattering some of the small buildings around it. "Come on!" Aleksei roared, walking forward.  
Inside of one of the tall towers, Punisher stares through the scope of his L82A1 .50BMG sniper rifle at Rhino's suit. He squeezes the trigger, launching a powerful bullet into Rhino's leg. Rhino yells out in pain, falling to his knees. He looks straight at the tower.

"Shit!" Frank cursed, pushing himself up, running away. Rhino stands on both legs again, firing a missile into the watch tower. The tower explodes dramatically when hit by the missile. Rhino laughs, thinking he got Punisher. Punisher rolls on the ground, grabbing a dead soldier's Koch G36 assault rifle. Firing at some of the Oscorp soldiers. He punches a soldier in the face, wrapping his arm round his neck, using him as a human shield, whilst still unloading at the enemy. Bullets are absorbed like water to a sponge by the Oscorp soldier's mass. The soldier gargles in agony, trying to breathe through the blood flooding his neck. He drops lifelessly in Frank's grip. Frank rips out the soldier's knife; slitting his throat to be sure the soldier is dead and throws the knife into a soldier's eyeball. The soldier with the knife in his iris collapses, dead. Frank pulls a grenade out from his equipment bag around his waist. He rips the pin out, bawling it straight at the soldiers. The grenade bounces on the ground, detonating at the soldiers feet. The Oscorp men fly through the air from the explosion. Frank stares behind the soldiers to see Rhino step round the corner, staring directly at him.

"Prepare to die!" Aleksei yelled. Suddenly behind him, Damon and a group of soldiers walk up behind Frank with machine guns, unloading on the soldiers and Rhino. The bullets simply bounce off of Rhino's tough hide. Rhino growls.

"Don't let up gentlemen! We have plenty of rounds for all of them!" Damon cheered. The jokester holds his rifle up, firing a grenade from his grenade launcher at Rhino. Rhino staggers back from the barrage of grenades hitting him. Aleksei snarls, stepping back. More Oscorp soldiers appear, firing at them. As the conflict continues on, the Pave Low with Carnage, Kraven and Scorpion appears. Mary Jane still being inside. The Three jump out of it, still being piloted by an Oscorp soldier. Another soldier appears, grabbing the minigun, powering it up. Carnage slams down, snarling, creating a small crater around him. Saliva drools down from Carnage's black teeth.

* * *

Flash grabs his AA12 shotgun, launching a fully automatic blast of shotgun waves at some soldiers. The soldiers slam against the walls, blood splatting against the wall with a red glow. Felicia runs in, dust on her face from the explosion. "Felicia get out of here! I need to guard our research whilst it gets sent to Carlyle!" Flash yelled.

"I'm not leaving you!" Felicia screamed.

"Go! The stadium's done!" Flash yelled, running over to her. The two share a very compassionate kiss. He looks into her green eyes, stroking her platinum blonde hair. "Go...I'll get to you soon." Flash ordered. She looks back at him, not wanting to leave.

"I love you!" Felicia called. Flash smiles, nodding to her. He turns around, a loud crash. Stood inside of the room with him is Vulture. His wings folded back.

"Big mistake Flash Thompson." Vulture snarled. He grabs Flash by the neck, throwing him into a wall. Flash crashes into the wall, stuck inside of it. Flash moves out of the way, narrowly missing the fist of Vulture. Vulture slams his foot against Flash's chest. His wings sharply open up. "Any last words?" Vulture hissed. A black figure appears above the hole in the roof, creating a shadow.

"Yeah, look up." Flash chuckled. Vulture raises an eyebrow, looking up to see the figure as well. He figure jumps down on him, punching him in the eye. Vulture slides along the ground, coughing. The figure is Prowler. Flash coughs in pain, looking at Prowler. "Kick his ass." Flash ordered. Vulture stands up, snarling. Prowler swings round, slashing his sharp claw like fingers at Vulture. Vulture yells, swinging round, slashing at Prowler with his razor sharp metallic wings. Vulture scrapes along the floor, meeting the boot of Prowler in his face. Vulture staggers back, grabbing Prowler, his wings open up and the metal wings flap, sending them upwards. The downdraft blows the ashes away. Vulture glides in the air, fighting Prowler as they soar. Prowler smashes his fist into Vulture's face, kicking him in the chest. Prowler bounces across the ground, grunting and groaning as he rolls. He grabs the dusty dirt, crunching it with dead grass inside. Prowler groans, standing up, seeing Vulture gliding to another location to clash. Prowler hisses in pain, looking at his leg to see a shard of metal imbedded in his leg, only a small piece, not big enough to cause large damage.

* * *

Black cat sprints through the burning stadium, trying to get outside. Smoke fills the building like a flood. She coughs violently, ash covering her hair. He feels her way out of the building, unable to see through the thick clouds of smoke. The glow of orange red flames forms in the smoke. She staggers through, trying to find the exit. She runs through the straight hallway, suddenly meeting a golden fist, knocking her onto the ground. She coughs violently, blinded by the smoke. She looks forward, seeing the helmet wearing Mysterio. As the smoke clouds blow in front of him, he vanishes. "Over here!" Mysterio whispered around her. Appearing behind her, his fist impacting her back. As she turns, he is gone. The only thing that she can hear is the breathing through the mask as he walks around her. She flees, unable to fight him in his shroud of smoke. The laughter echoes through the fiery blaze throughout the building from Mysterio pursuing her. The distant light of daylight appears. The loud breathing of Mysterio approaches. Black Cat leaps, rolling out of the stadium, coughing. She turns, running up the wall, using her claws to keep her from falling off. She watches the exit, waiting for Mysterio. The Master of Illusion walks out, smoke surrounding him. He looks around, his purple cape blowing in the wind. Black Cat leaps at him. An explosion of smoke appears as she tries to slash at him, dropping a smoke bomb on the ground. Mysterio vanishes and she hits the ground. She groans. She looks around, unable to understand where he went. She swings round; the hand of Mysterio catches her wrist, tightening. "Such foolishness." Mysterio snarled. He raises his hand in the air, ready to kill her. Suddenly a black web impacts Mysterio's wrist. Mysterio looks at the web, looking forward. The black, muscular figure of Venom stands on the hill. His Piranha like head roars at Mysterio. Venom pulls violently back, throwing Mysterio forward. Mysterio vanishes into a cloud of smoke. Peter swings over head, kicking an Oscorp soldier in the back. Peter webs the other soldier's guns out of their hands, throwing them against the ground. Peter roundhouse kicks one of the soldiers. Peter's Spider Sense tingles and he turns at the sound of a jet. He turns around, seeing Harry hovering before him.

"Hello Peter..." Harry snarled. Peter tightly clenches his hand into a fist. "How's Aunt May?" Peter yells in anger, using his webs to slingshot himself directly at Harry. "That's more like it!" Harry yelled. Peter punches Harry in the face, firing a web into his eye, punching him over and over again in the face. Harry swings his knife at Peter, slicing across his chest. Peter cries in pain, falling off of his Glider. Peter launches a web onto a flagpole, swinging round it, towards Harry. He slams both feet against Harry's chest, knocking him off of his Glider. The unpiloted Glider searches for Harry, pursuing him as he falls. Peter and Harry brawl as they fall towards the ground. Harry punches Peter across the face, kicking him in the chest. Throwing pumpkin bombs directly at him. The beeping spheres of death pursue him, exploding in the sky.

"You will be punished you bastard!" Peter yelled, punching Harry repeatedly.

"For Gwen? You killed her Peter! Silly boy!" Harry laughed maniacally, kicking him in the chest. Peter crashes down into the ground. Harry's glider zooms under Harry, catching him. Harry stands tall on top of the glider, looking down, cackling. Harry glides away, throwing pumpkin bombs at the enemy. Resistance soldiers fire their rifles at him. He throws a group of pumpkin bombs with sharp wings, impaling the soldiers before dramatically exploding inside of them. The explosion leaves a cloud of red mist.

* * *

Peter groans, looking up at the battlefield. Resistance soldiers get gunned down from the enemy. Scorpion drives his mechanical, razor sharp tail through a soldier, firing a Desert Eagle handgun at another soldier. The melon of a head belonging to the soldier shatters, crimson blood sprays everywhere. Scorpion throws the soldier into another soldier, laughing like the maniac he is.

* * *

Venom battles against Doctor Octavius, slashing his muscular arms at the eight legged madman. Octavius smashes his arm against Venom, slamming him against the wall. "I will enjoy testing on that Symbiote of yours Venom!" Octavius snarled, bringing one of his massive arms down at Venom. Venom catches the arm, pushing it back up, growling aggressively as he pushes it up. Saliva leaking from his teeth.

"Just...try." Venom strained, kicking Octavius in the chest. Doc Oc drags his massive arms into the Earth, slowing himself down as he slides. Carnage jumps down beside Octavius. Venom looks at the two. The two walk towards one another slowly. Venom clenches his sharp black hands into tight fists, as does Carnage. The three all walk forward. They all stop walking, staring at one another. Carnage sprints forward at Venom. Venom roars, sprinting at him as well. The two punch at each other with such force it created a shockwave around them. They both slide back from the shockwave. Carnage slashes Venom across the face, Venom roars in pain, punching Carnage back. The two brawl with such speed it is hard to concentrate. Carnage tackles Venom, slamming through the stadium into the court. Venom drags his claws into the ground, looking forward, seeing Carnage walking towards him. His Carnage face peels back, revealing Cletus' face, glaring at him.

"You are weak Edward. Unsure of yourself." Cletus snarled. Venom rushes himself at Cletus but Cletus grabs Venom by the throat, smashing him against the ground. "My symbiote is far more adapted than yours, which gives me the evolutionary advantage." Cletus snarled, grabbing Venom by the neck. "And if evolution has taught us anything!" Cletus snarled, throwing Venom through the walls. Venom groans, looking up to see Carnage before him. "It's that evolution _always_ wins." Cletus said, his Carnage head swallows over. Venom roars, punching Carnage in the centre of his chest.

* * *

Carnage smashes through the walls, sliding through the car parks. Venom swings over, using his black webs to swing over, he drops down at Carnage, punching him in the head. Carnage's jaw snaps. Carnage grabs his snapped jaw, snapping it back into place. He stares straight at Venom, laughing. "Is that all you've got?" Carnage snarled. Venom roars, raising his fist up, ready to send it into Carnage's face. Suddenly in the action packed moment, Octavius' leg smashes into Venom's face. Venom bounces into a car. Octavius grabs Venom by the head with one of his mechanical arm, throwing him across the road through a building. Venom grabs the ground, slowing himself down. Carnage jumps onto Venom, slashing him with his claws. Venom grabs Carnage by the throat so tightly it could snap metal. Octavius slams his mechanical arms down at him, smashing the road apart. Venom roars, slashing Carnage across the face, punching Carnage in the process. He stands up, snarling. Carnage clenches his hand into a fist, firing a web, swinging away, ending their fight abruptly. Venom stands up, confused at why the fight has just ended. Octavius walks away, his massive mechanical arms thudding on each footfall. Venom's head peels back, revealing Eddie's face.

"What the hell?" Eddie wondered, slightly bruised from the event.

* * *

Peter staggers to his feet. Damon runs over to him, helping him up. "Come on Peter! Get up!" Damon yelled, pulling him up to his feet. Peter coughs. A soldier aims his rifle at Damon; Peter pushes Damon out of the way violently, launching a web at the soldier's gun, throwing it out of his hands. Peter launches a web into his face, knocking him unconscious. Peter coughs, laughing.

"I finally saved you huh?" Peter laughed. Suddenly Kraven appears behind Damon, imbedding a razor sharp knife into his heart. Damon gasps in pain, collapsing to the floor. "Damon!" Peter roared, sprinting at Damon's body. He punches Kraven in the face. Kraven staggers back, running off. Peter falls to Damon's side. "Damon! Get up! Just tell me a joke again! Please..." Peter begged. Damon doesn't move. Not even a twitch. Peter growls in anger, clenching his fists so tightly. Peter roars in rage, sprinting at the soldiers, suddenly snapping one of their necks in rage. In some sort of mode of pure wrath. He fires his webs into a soldier's throat, pulling him forward with such speed it snaps his neck violently. He grabs a soldier's gun, unloading it on soldiers. His anger making him do things he would never do. He tackles a soldier, punching him in the face with such force it breaks his neck, swinging round, firing the rifle at another soldier. He turns to see Scorpion stood before him, fists clenched. Peter yells, sprinting directly at the Scorpion in rage. He swings his fist at him but only to meet the tail swinging against his face. Peter crashes onto the ground, his mask torn slightly. Peter passes out in shock.

* * *

Peter awakens in a strange location, white surroundings, like a dream. He stands up, as if he was never in a battle, in his normal day to day life. "Where am I? Was this all a dream?" Peter wondered, looking around.

"Hello Peter." A voice said. An elderly man walks out of the light, being Uncle Ben.

"Uncle Ben?" Peter asked.

"I'm worried Peter. I've always been watching over you. I'm sorry about the girl, the girl on your computer." Ben said. Walking up to him. "But you cannot let your hunger for revenge controls you. Otherwise you become just as bad as the demons who sought to destroy." Ben said.

"But he must be punished!" Peter said.

"And he will, but do not let the rage control _you. _Let yourself control that rage. Because a man, who does that, is stronger than any demon." Ben said. Ben smiles. "I'm so proud of you Peter. I always will be my dear boy. So get her back. And tell her I said hello." Ben said, smiling. A tear rolls down from Peter's eye. The area glows brightly, vanishing.

Peter awakens, his eyes being very fuzzy, Scorpion disappeared. He looks up to see Curt above him. "Peter? Are you with me?" Curt asked. Peter nods.

"I'm with you." Peter groaned.

"Then get up! We need to get to Flash! Carlyle and his men have showed up!" Curt said, helping Peter up. Peter looks forward to see a team of stolen Tanks firing shells at the enemy. Rhino roars, taking a shell to the shoulder. His men push the Oscorp soldiers back the way they came from.

* * *

They all run inside of the Stadium, where Flash was. The data on the computer been sent successfully to Carlyle. Peter looks around; suddenly a golden fist slams against Peter's face. Peter falls to the ground, groaning. He looks up to see Mysterio walking round, staring at him. Suddenly the door crashes down, Flash stood there. Flash aims an AA12 Combat Shotgun at Mysterio. Mysterio looks straight at Flash, smoke trailing from his smoke bombs. "You know, I used to be a bully at school. But I rose above it and I now hate bullying. You want to find out what I do to bullies?" He said, cocking the lever. Suddenly a red blade erupts through Flash's chest. Flash yells in agony, red blood spraying out and drenching his clothes.

"No!" Peter screamed. Mysterio presses his foot down on Peter's chest. Flash winces in agony. Carnage walks past Flash.

"Go on Mysterio." Carnage demanded. Mysterio slams Peter on the ground, walking off. Peter groans. Carnage takes the memory stick of the data, deleting the data from their files and the ones sent to them.

"You're going to lose." Flash said. Carnage turns around, his red skin tingling.

"Are we?" Cletus laughed.

"It's in your nature." Flash winced. Cletus chuckles, his Carnage head opening and peeling back into his shoulders, revealing the madman's face.

"You hero is crippled, your Stadium collapses into the depths of hell. Where is our disadvantage?" Cletus chuckled.

"You all lack conviction, you betray one another." Flash said. Cletus stares Flash dead in the eyes.

"I don't think we lack conviction." He snarled. Flash pulls the trigger of the AA12, launching a barrage of shrapnel into Cletus, launching him through the wall. Flash drops the AA12 on the floor. Peter staggers to his feet, limping over to Flash.

"Hold on Flash, eyes on me okay?" Peter said, taking his mask off.

"Sorry Peter, I don't think I can, I'm blacking out here." Flash said.

"Not an option." Peter said.

"It's okay Peter. I was wrong about you. You're the toughest son of a bitch I've ever met. When you get Gwen back. Tell her that I'm sorry. I'm sorry that I was a dick at school." Flash said, smiling. "Just promise me that you stop them. The Goblin." Peter nods. Flash smiles at Peter, his eyes close and his breathing ceases. Tears fall from Peter's eyes. He bows his head in anguish.

"Commander Flash is down." Peter called in on the radio. Felicia drops her gun, tears falling from her eyes.

"Medics are on their way." A soldier said.

"They're here. But it's too late." Peter said.

* * *

Peter, Frank, Prowler, Black Cat, Curt, Venom and Carlyle sit round a table in the mint conditioned area of the stadium. Carlyle walks around the table. "Flash was a very brave man. He loved what he did." Carlyle said, holding pictures of Spiderman. He looks at Peter. "Looks like he never did get you to sign them." Carlyle said, throwing the pictures at him, blood on the pictures, smudging the table. Peter holds up the pictures, teary eyed.

"He never told me." Peter said, shocked.

"Flash had an idea to put together a band of heroes to fight a battle that we never could. Flash always has seen hope, that light at the end of the tunnel." Carlyle said. "He believed in heroes." Carlyle said. Peter drops the pictures, standing up and walking out. Carlyle sighs. "Well, it's an old fashioned notion." Carlyle sighed.

Peter looks over the court, the craters in the ground where Venom and Carnage brawled. Eddie walks up the stairs behind him. Crossing his arms, leant against the wall. "Was he married?" Eddie asked.

"No. He and Felicia were close but, not married." Peter said. "They could have been though."

"I'm sorry; he was a better man than he was before." Eddie said. Peter turns to him.

"He was an idiot!" Peter stated.

"For believing?" Eddie asked.

"For thinking it wasn't a trap." Peter said.

"There sometimes isn't a way out Pete." Eddie explained.

"Yeah right, heard that before." Peter snarled.

"Is this the first time you've lost a soldier?" Eddie asked, talking like a man from Oscorp.

"We are not soldiers!" Peter snapped. The two remain silent. "I'm not fighting for Carlyle." Peter said.

"Neither am I, has he had the same blood on his hands as Oscorp does. But we need to forget about that and think about Gwen." Eddie said. Peter looks at the blood on the wall where Flash was. Realising something.

"It's personal." Peter said.

"That's not the point." Eddie said.

"No that is his point, that's Harry's point. He hit us right where we live, why?" Peter wondered.

"To tear us apart." Eddie responded.

"Yeah, divide and conquers great but, he knows he needs to do something to break us. That's what he wants, he wants to beat us, he wants to be seen doing it...he wants an audience!" Peter realized, walking up the stairs.

"Right, like when we caught his skit at the Heist, in the centre of New York." Eddie agreed.

"Exactly, he wants to do something big, he wants people to see his victory. This is opening night he..." Peter paused, realizing a very important factor. Eddie waits for the answer. "Oh my god, the Reviver's never been in Special Projects. It's on the roof. Think about it, he wants the ultimate Goblin. So where better than the roof, where everyone can see it happen? He expected us to search Special Projects first."

"You're right. He wants everyone to look to the sky." Eddie said.

"I need to go, don't follow me though, I need this done alone. I have something that will get them to let me in alive. That's my plan, I unlock the tower and I get you guys in." Peter said.

"Do it." Eddie demanded. Peter nods, firing a web and swinging away. Now they are so close to getting Gwen back. He stops on the roof.

"Eddie! Tell Curt he has my permission to get Gwen out of her grave. He knows where the Regenerator is. I know where the Reviver may be." Peter ordered. Eddie smiles, nodding. Peter nods back, swinging away.

...


	13. A Decision

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter walks through a forest, a grenade in hand that he stole from an Oscorp Soldier's pouches. The misty forest makes the setting very dark and gloomy. Peter stops, closing his eyes. "There's only two ways this can end. I live, Gwen lives and Harry dies. Or Harry lives and both of us die. Either way, this ends." Peter mumbled to himself. Peter opens his eyes, gasping. His mother, father, Uncle Ben and Aunt May and Gwen stand before him, ghostly versions of them. Gwen holds her hand out to him. Peter reaches for her but his hand goes through her. He backs up. His mother smiles to him.

"You have been so brave sweetheart." Mary said.

"Why are you here? All of you?" Peter asked. Mary smiles to him.

"We never left." Mary said. Peter looks at all of them, turning to the girl he adores most, hoping that he could touch her again, that he could kiss her again.

"Does it hurt? Dying?" Peter asked, so then he knows if he does die he knows how it will feel. Gwen smiles compassionately to the brave boy.

"Quicker than falling asleep." Gwen said. Peter returns his smile to the gorgeous woman.

"You're nearly there son." Richard said.

"I'm sorry; I never wanted any of you to die for me." Peter said to all of them. He turns back to Gwen. "And Gwen your family." Peter said.

"Others will tell them what I died for, one day, they'll understand." Gwen said.

"I will bring you back. I just wish that I could bring all of you back." Peter said.

"We lived our lives Peter. But you and Gwen, you deserve to live your lives. Either in life or death. Either way, you will be together." Richard said. Peter looks at Gwen, smiling.

"I promise you Gwen." Peter said.

"I know." Gwen said. Peter looks around.

"You'll stay with me?" Peter asked.

"Until the end." Uncle Ben said.

"And Harry won't be able to see you?" Peter asked.

"No." Aunt May said. She points at Peter's heart. "We're here you see." Aunt May said. Peter looks around at them more.

"Stay close to me." Peter said.

"Always." Gwen said. Tears roll down from Peter's eyes, he smiles to her, nodding. He closes his eyes, opening to find himself alone in the forest. Peter stares at the exit of the forest, scowling slightly. Peter walks forward, pulling his mask down with clenched fists.

* * *

Kraven's Pave Low roars overhead of the city, patrolling the skies like a hawk. The Pave Low passes by the enormous Empire State Building. Its enormous rotating propellers slice through the wind like hot knives slashing butter. Inside of the Pave Low, Mary Jane holds her child close. Stroking her hair. Cletus sits beside her. "I've always wanted a wife." Cletus snarled, looking at Mary Jane. Mary looks up, her lip trembling. He leans up close to her, feeling her red hair. "Just couldn't quite settle down you know? Too much rage." Cletus laughed, despite that Rage was actually pure madness. He smells her hair, scaring her. "But you? You really make me wanna settle down. You really make me wanna settle down baby!" Cletus snarled, licking her with his serpentine tongue that grows out of his mouth, still part Carnage part Cletus. Mary Jane shakes uncontrollably.

"Holy shit sir!" Scorpion exclaimed.

"Eh?" Kraven responded, looking at Scorpion after scraping his knife on the seat.

"You two better come look at this!" Scorpion called.

"What? What is it?" Kraven demanded, walking over with Cletus. They both peer over Scorpion's shoulder.

"Check this fucker out!" Scorpion exclaimed, pointing at the top left Drone screen. The same one that Peter through the car mirror at, with the massive crack imbedded in the screen. Peter shouts at the drone, trying to make contact with Kraven, Scorpion and Cletus. Pointing at his head repeatedly. His voice crackling from the damaged camera.

"Turn us around." Kraven instructed with venom in his voice.

* * *

Peter drops the drone, turning around to see the Pave Low arriving, circling him. The Pave low carefully lowers down in front of Peter, blowing all of the litter and dusty earth away. Peter walks towards it, grenade in hand. The door opens up behind the Pave Low, Kraven walking out of it, looking at Peter. Peter tears the pin from the grenade, holding it up to his head, holding the striker leaver in so it doesn't explode in his hand until he releases it. Kraven glares at Peter, the propellers chop above them above, drowning out most noise. "Stop right there! And you're gonna do exactly what I say! Or I'm gonna blow my head off! You understand?" Peter yelled, having to scream to get the message to Kraven over the loud roars of the propellers.

"Yeah!" Kraven yelled ove the propellers.

"You can have everything in my head! Just get me up there! And get me to the Reviver! I have someone very valuable to me that I want to save!" Peter yelled.

"We can fix her up! Get her to the Reviver! Sort all this shit out!" Kraven called. "Let's go! We take you and her up there! Everyone's nice there! Kid you'll dig it!" Kraven bellowed. Peter slowly approaches, very cautious as he walks.

"Don't you fucking try anything!" Peter warned.

"Step aboard! Come meet the boys!" Kraven said, walking inside, watching Peter. "Don't be shy they won't bite! This is Mac. This is Peter!" Kraven said to Scorpion. Scorpion leans against the wall, chewing on gum.

"How's it bitch?" Scorpion growled. Peter looks straight at Cletus, his eyes widen.

"You..." Peter snarled.

"Hello again Mr Parker." Cletus snarled. Peter turns to see Mary Jane in the seat, his eyes widen, realising that he has gotten a dear friend into this mess. Mary Jane looks away, stroking her frightened daughter's head.

"Kingpin...we have apprehended the subject. Open the skies we're coming home." Kraven requested. Back at the tower Kingpin responds.

"I'll expect you in nineteen minutes." Kingpin demanded. The propellers gyrate much quicker now, allowing the giant vehicle to lift off of the ground, floating away. "Cancel the Lock Down." Kingpin demanded.

Back at the Grand Central Station, Carlyle steps back as the Locked Down text vanishes. "Whoa...whoa. Are we back? What the fuck is that? Are we back?" Carlyle yelled.

"We're back online Carlyle!" John yelled.

* * *

Peter looks at Mary Jane, grief in his eyes that he brought her into this madness. "Mary? I'm sorry. I'm gonna make this right." Peter said. He looks down at his photograph of him and Gwen. "For all of us." Peter finished. The tracker on his back that Carlyle placed on him to track him down when the Stadium got attacked beeps, glowing blue.

* * *

Carlyle runs across the room towards the tracking device. "Alright where is he?" Carlyle said, looking at the screens. John points at the dot on the screen.

"There! He's heading for Oscorp Tower!" John stated.

"Everyone! Pack up all of our weapons, vehicles! Everything! Let's get up there!" Carlyle yelled. Eddie runs inside of the building to Carlyle.

"Only storm in when we get the signal by Peter." Eddie informed.

"And the signal will be?" Carlyle asked.

"He said we'll know." Eddie said.

"That narrows it down." Frank chuckled.

"We'll know." Eddie said.

* * *

The Pave Low roars across the city, rumbling and quaking violently from the torrents of wind. Isabella cries in fear. Peter looks over to see Kraven looking at the two with a maniacal smirk. He sits down beside Mary Jane, stroking Isabella's head, singing a creepy Russian song. He kisses Mary Jane on her forehead. Tears roll from Mary's eyes in fear, looking at Peter. Peter looks at the grenade in his hand. Scorpion walks up to him, spitting the gum from his jaws violently. "I see you've got the AN/M14 there kid." Scorpion snarled, leaning up to him, referencing the AN/M14 thermite grenade in his hands.

"Hey back the hell off! Back the hell off!" Peter threatened. Holding the grenade up.

"Or what?" Scorpion snarled.

"I'll let it go." Peter blackmailed.

"What you gonna do?" Scorpion growled, getting closer. Peter turns to see Cletus behind him.

"I want what's in your head Spidy!" Cletus barked, grabbing Peter by his arms. "Legs! Grab his legs!" Cletus yelled, trying to keep Peter still. Peter kicks Scorpion straight in the chest. Scorpion crashes against the pilot, shoving him, causing him to lose control of the massive helicopter. The Helicopter screeches as it spins slightly, causing the fight inside to become a zero gravity fight as it bounces everything inside. Mary Jane holds onto her daughter tightly. The grenade leaves Peter's hand, bouncing inside of the helicopter, nearby the tail section.

"Grab the grenade!" Kraven ordered, bouncing inside of the Pave Low. Isabella screams, falling out of Mary's grasp.

"Isabella!" Mary screamed. Peter jumps as the gravity acts as if it disappears. He slams against the wall, holding her tightly.

"Hold on!" Scorpion yelled. Cletus bounces across the Pave Low, landing right next to the grenade. His symbiote tries to peel over. The explosion severely annihilates Cletus' face, blood and bone everywhere. Cletus slams against the wall from the explosion. The explosion causes the tail to become damaged. The Tail rips away from the damage and the helicopter drops into an Auto-Rotating fall towards the Oscorp Tower. The Pave Low crashes down into the garden outside, sliding through the park. The propellers impact the road, each one snaps. The Pave Low slows down to a halt, smoke and oil leaking out from the wreck like blood. Peter groans, awakening.

* * *

Kingpin looks at the screens where the Pave Low crashed. Aleksei walks inside. "What do you want us to do sir?" Rhino asked, acting like a soldier for once not a madman.

"I want everyone coming out of that Pave Low apprehended, keep them alive though." Kingpin demanded. Aleksei nods, walking out.

* * *

Peter groans, looking up, Isabella in his arms. The girl isn't moving. Mary Jane struggles, trying to escape from her seat. Peter lays Isabella carefully down. Scorpion and Kraven groan, looking over at Peter. "Peter! Get me out of here!" Mary screamed. Peter launches a pair of webs at the doors, straining as he pulls them back, ripping the doors from their hinges, allowing the toxic gas to ventilate better. Peter jumps on the wall, climbing over to her like a spider, grabbing the seat lock, ripping it free, letting her out. Scorpion staggers to his feet, his tail deactivated from the damage. He looks at his neck, the metal around his neck damaged, the damage would have been enough to snap his neck if the metal was not there. Only deactivated his suit. He grabs a propane tank.

"Go!" Peter ordered.

"Come here you fucker!" Scorpion yelled, slamming the tank against Peter. Peter yells, swinging round. Mary Jane sprints away towards the tower. Scorpion kicks Peter in the chest, turning to Kraven. "You deal with those two! I'll handle this bastard!" Scorpion demanded. Kraven climbs out, sprinting after the two. Scorpion grabs a stun gun, firing a full blast of electricity into him, knocking Peter unconscious.

* * *

As time passes whilst Peter is unconscious...another dream appears in his deep sleep. Another Gwen moment. He swings over to her house, looking through her window, about to tap it. But he doesn't, seeing an interesting thing. Gwen should be revising for her next Maths test, but instead she's...singing. And dancing. Peter tries to hold in his laughter. She spreads out her arms as she sings, with one beautiful voice. She turns and stops, her eyes widening to see Peter there. "Uh oh." She whispered, causing Peter to burst out laughing.

"I am never letting you forget this!" Peter laughed.

"I hate you..." Gwen giggled, being sarcastic. Peter enters her room through the window. Peter walks over to her.

"All jokes aside...you have a beautiful voice you know that?" Peter asked, making her blush, shielding her face with her shoulders like a little kid.

"Really?" Gwen asked.

"Yeah. You really should be a singer. And I would try and get to all of your shows if you did." Peter said, smiling. "And if I couldn't, I would force somebody to film it for me." Peter said, making Gwen laugh.

"You're so sweet..." Gwen said, stroking Peter's cheek. She looks into his eyes, seeing sorrow. "You okay?" Gwen asked, looking into his sad brown eyes.

"It's just...it's been a year since Uncle Ben..." Peter explained.

"Oh...I'm so sorry I should have known." Gwen apologised, covering her face with her hands.

"Its okay, seeing you here means everything to me. Someone other than Aunt May I could talk to that would listen." Peter said.

"I can't make a difference though can I?" Gwen sighed. Peter looks at her.

"You do to me. Because you give me the hope in life. That's why I can't stop seeing you. That's why I keep on disobeying your father." Peter said.

"No matter what Peter, I will always love you. No matter how many times we break up because of my dad. We were made for one another. If that doesn't prove that everyone has a soul mate then, I don't know what will." Gwen said. "Nothing but death will tear us apart."

"I won't let death happen to you Gwen. I promise you." Peter said. They both share a very passionate kiss.

* * *

The dream dissipates and Peter awakens.  
He looks around to see himself chained up by powerful zip ties to a surgical bed. He looks forward to see a red headed woman, not chained. Peter's eyes widen in disbelief. "Mary?" Peter asked. The woman is Mary Jane. Mary walks towards him.

"I'm sorry Peter. But I had to work with Oscorp to help Isabella. They have the technology to do so." Mary explained.

"You really think that Harry will help her? He's a psychopath! He only cares about himself!" Peter yelled, struggling inside of his own prison.

"Oh I wouldn't say that." Harry said, walking into the building, stood beside Mary Jane. Peter stares straight at Harry. His brown eyes locking with Harry's Goblin Green eyes.

"Harry..." Peter exclaimed quietly.

"Hello Peter." Harry said, looking just as young as Peter is. "I guess you can tell that I look much younger..." Harry said, walking down to him. "I have been using the Regenerator. Heard of it? It can regenerate organs to a specific point in the body's life."

"Please Harry. I don't care about revenge anymore. You got what you wanted from me. I've lost hope, I've tried to end it so many times before. Just let me get one piece of hope back." Peter begged.

"Why? You didn't give me any." Harry snarled, sitting down on a chair next to him.

"What is it you want? An apology? Words cannot describe how sorry I am for what happened Harry. But that won't be enough will it?" Peter asked. "It never is for the Osborns."

"You see, there you go. It isn't an apology I want. I want to thank you. Because you have given me the best gift I could possibly ask for." Harry said. "Desperation." Harry snarled. He points a remote at the wall, projecting an image of Carlyle's army hiding and in the centre are the friends belonging to Peter. With a box on a large gurney. "Do you know who is in that box?" Harry asked, leaning up against Peter.

"Gwen..." Peter whispered. Harry laughs.

"He remembers." Harry laughed.

"Of course I remember. I have been haunted by what you did! Every night I have memories and you ruin them!" Peter yelled.

"Then you understand what I felt? The feeling of no escape? That there is only one way out?" Harry asked.

"Of course I do." Peter groaned.

"Good, then my mission is completed." Harry said, walking around him. "Now, I have had my soldiers plant something called a seismic charge in the centre of the city. Now, if they detonate it...imagine a nuclear bomb in the centre of the city right? Double it. Imagine the aftermath!" Harry laughed.

"Oh my god. Harry...you would kill millions of innocent people!" Peter yelled.

"Innocent is a strong word around this city isn't it Peter?" Harry asked. "Didn't you think I knew what you were planning? All I need to do pal is press the detonator...and Boom!" Harry yelled, smacking his hands together, making Peter jump. Harry laughs like a kid. "It's genius!"

"It's insane! Think of the fallout caused by it!" Peter yelled.

"You think I care? I heard about what your idea was...that I was trying to bring back my father?" Harry scoffed. "Why should I? I mean I thought about it...but why? What did he do for me to help me? Nothing!" Harry yelled.

"So this has all been a lie? Everything?" Peter questioned.

"Of course. We had cameras inside of that stadium of yours, the Station. You didn't think that we did? You never felt like you were being watched?" Harry asked. "You know what's funny? If you just said yes to me. None of this would have happened. It may have still happened, but you would have given me hope. But no. And now...Gwen's dead...Aunt May's dead and Flash's dead. Who could be next?" Harry laughed. "Now, all I need from you are those codes, and I may consider making your death quick." Harry snarled. Suddenly a gun cocks behind Harry. Harry turns to see Mary aiming the gun at him.

"Stop." Mary demanded.

"Excuse me for a second." Harry said, turning to her. "What do you think you're doing?"

"I will not let you do this, you promised to heal my daughter." Mary begged. Harry pulls out his image projector controller, changing to a picture of Isabella, healed, but chained up. He then pulls out a gun at Mary. He puts the controller in his pocket, pulling out another detonator.

"This detonator? When I click it, I inject your daughter with a lethal injection, the spider venom that made me become the Goblin. That will ravage her, and there is no suit to stabilize that tiny body of hers. Or, I shoot _you_." Harry snarled. He turns to Peter. "Why don't you decide?" Harry asked. Peter stares at him.

"What?" Peter questioned.

"Make A Decision." Harry demanded. Peter turns to Mary and then to the hologram of Isabella. Looking at both repeatedly. "The clock is ticking Peter Parker." Harry snarled. Mary holds out her guns. Mouthing _choose me. _Peter makes the hardest decision in his life.

"Mary Jane." Peter stuttered, unable to believe what he just said. Harry pulls the trigger, launching a bullet directly into Mary's chest. Mary gasps, falling to the ground, grabbing her belly. Blood covering her fingers. Harry smiles evilly, suddenly clicking the device as well. Peter's eyes widen and his jaw drops in shock. Isabella's screams appear from the hologram. Peter closes his eyes, unable to watch. The hologram disappears. Peter gasps in horror. "You're a maniac." Peter exclaimed.

"No...I'm a visionary." Harry snarled. He walks away. "The grand finale is here, and the show ends tonight." Harry said, walking past the corpse of Mary Jane. Peter clenches his hands into tight fists in anger. Scientists enter with Octavius, injecting Peter with another serum that causes him to be tranquilized.

...


	14. A Hunt for Revenge

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

In another dream, Peter looks into the adorable blue eyes of Gwen. In bed together. They smile at one another lovingly. Kissing one another. Peter strokes her soft blonde hair. She giggles, still shy, covering her unclothed body with the bed sheets. Peter holds Gwen's hand, rubbing her skin on her hand with his thumb, kissing her arm. "Hey..." Peter said, holding her head.

"Hey Bug Boy..."Gwen giggled.

"You okay?" Peter asked, sensing that something's up.

"I just was nervous, this was my first time." Gwen stated.

"Same." Peter said, smirking. They lay their heads on their pillow, looking into each other's eyes. They press their heads together, closing their eyes. They hug one another tightly and ever so compassionately. The two close their eyes, falling asleep while they hug one another, looking at one another, foreheads pressed together. The door opens up a few minutes after they fall asleep and Aunt May walks in, catching them asleep. She smiles, happy for them, quietly closing the door. The sound of the lock closing awakens Peter.

* * *

Peter's eyes open up, finding some sort of device covering his mouth. He looks around, trying to free himself but his web shooters have been taken off, placed on the table beside him. He looks around, finding some scientists around him. Kingpin leans over, looking down at Peter. "Can you get the data out?" Kingpin asked.

"Yes, and he would survive the process as well. So Mr Osborn can torture him for as long as he likes." The scientist explained.

"Good, I want that data, lock down _all _access except for those with _SS _cards." Kingpin ordered. He looks at Peter. "Came all this way for your girlfriend, and you'll never get her back. Not even the redhead or her daughter." Kingpin snarled, leaving the room, laughing. Peter strains in anger, clenching his hand into the tightest fist known to man.

* * *

Walking through the hallways of the laboratories of Oscorp, Scorpion and Vulture pull a gurney through with the crippled Cletus Kasady on it. Wheezing emerging from what is left of his annihilated face. Vulture opens up the door to one of the Laboratories with Doctor Octavius inside of it, walking around on his four mechanical arms, reading data files on a data pad with his organic hands. "Hey doc?" Vulture called. Octavius turns to see Kasady unconscious on the gurney.

"Is the Regenerator online?" Scorpion questioned. Octavius drops his pad on his desk, stomping over to Cletus, looking at his face.

"Boss got fucked up eh?" Vulture asked.

"Ate that fucking grenade!" Scorpion laughed, making the three laugh.

"Come on, let's heal him up." Octavius said. They pull the body of Cletus off of the gurney, onto the Regenerator bed. They look at his face, seeing the symbiote strands are struggling to repair the damage. Octavius looks at his brain function, seemingly okay other than his deranged dreams.

"His brain's fine, but he's gonna be pissed when he wakes up! Remember that poor bastard who blew his arm off with that RPG?" Scorpion stated.

"What was left of him?" Vulture replied. Octavius places his hand against the personnel identifier on the Regenerator console. The Regenerator powers up, aiming a beam straight at the damage, sending a blue beam down into his face. The skin replenishes and the bones crack back into place, regenerating his eyeballs and teeth inside. The Regenerator powers down after his face returns to its human form. Cletus breathes heavily, being awakened from a pulse of electricity through his body.

"Kasady?" Vulture whispered, carefully getting closer.

"It's Mac and Adrian." Scorpion said, placing his hand on Cletus' shoulder. Cletus abruptly grabs Scorpion by the back of his neck, pulling him towards him, growling, his eyes glow bright red from rage.

"Where is he?" Cletus demanded, staring into Scorpion's eyes with complete rage.

* * *

Peter growls, straining as he attempts to free himself from his confinement in the strapped up gurney. With his head connecting to a console, ready to download the data away. Peter growls, smashing his fist out of the restraints, grabbing one of the panicking scientist's by the throat, pulling him and the bed onto the ground with a crash. Peter kicks the other scientist in the head, knocking him unconscious. Peter frees himself, his yells of strength muffled by the device. Peter grabs the device, pulling it out slowly from his mouth. Peter coughs in disgust, throwing the device at the conscious scientist. Peter snarls, kicking the soldier in the chest, grabbing him by the neck, staring into his eyes. "Where is the Reviver?" Peter demanded.

"Not telling you shit!" The scientist groaned. Peter sends his fist slamming into the scientist's nose so hard the nose snaps, blood squirting from his smashed in nose. The scientist cries on in pain.

"How 'bout now?" Peter snarled. The scientist holds up his hand.

"Okay! Okay!" The scientist cried. "Special Projects! You can find the codes there! You already know that the Reviver needs lunar light for it to work! That's why it has never been used correctly!" The scientist said. Peter grabs the scientist's key card, ripping it from him, slamming him on the ground. Peter storms away, walking over to his mask and web shooters on the table, attaching the shooters to his wrists.

* * *

Harry enters Octavius' lab, looking around, his regenerated body glowing compared to Octavius' aged skin. "Doc? Is the suit up and running?" Harry inquired, walking in.

"And operational." Octavius said, typing codes into the locker. The Goblin Suit appears inside, moving outside.

"The final show starts tonight gentlemen." Harry said, his eyes glowing bright green, his body slowly changing back into the Goblin form.

"The day that the Spider dies?" Cletus snarled, leant against the wall. Kraven, Scorpion and Vulture with him, preparing.

"Yes, but by my hands. The rest are yours." Harry snarled.

"Fine by me." Cletus snarled.

"I want you all to kill all of the politicians in this building. Oscorp belongs to _me _now!" Harry yelled. Harry walks towards his completed version of the suit.

* * *

Curt pushes the gurney through Oscorp, managing to infiltrate the unlocked tower. Punisher tackles an Oscorp soldier, driving his knife into his collarbone. Blood sprays out from his knife. He rips it out violently, looking around. "We need to find Peter!" Curt said.

"Where do you start?" Punisher asked.

"I still am linked to him on this Walkie Talkie. Hopefully he remembers that he has it with him." Carlyle said.

"Any idea of where the Regenerator is?" Felicia asked.

"A couple of floors above us! It's in Octavius' lab." Curt stated.

"Alright then, I'm gonna go start infiltrating! Check if the building's clear!" Eddie said, launching some black webs onto the ventilation shaft cover, ripping it off, jumping inside, and forcing himself through.

"How does he fit in there?" Prowler wondered.

"No idea." Curt said.

* * *

Council members inside of the tower work away on their computers, typing. Large screens showing the entire building's camera feeds. Adrian walks inside, a grenade in his hand. "Hey!" Adrian barked, getting all of their attention. He throws the grenade it, pushing the middle finger up in the air at them, with an insane smirk on his face. He jogs out of the building, using his wings to shield himself. The wings spread out like a shield. Screams of women and men inside echo from inside just before the explosion.

* * *

Carlyle looks up as the explosion causes the lights to flicker, the building rumbles from the big bang. "What the hell was that?" One of the soldiers exclaimed.

* * *

Peter sprints through the tower, finding a security room, dead security and engineers, a crater in the ground from where Cletus threw the grenades. The screens showing Curt, Prowler, Punisher, Black Cat and the coffin of Gwen's on a large gurney. "Connors? Do you read me Connors?" Peter asked, speaking into a walkie talkie. On the screens he can see them all stop, Curt takes Carlyle's Walkie Talkie from him.

"Peter where are you?" Curt inquired.

"Look, the Reviver? It defiantly will Revive Gwen right?" Peter asked.

"Yeah." Curt said.

"And you know how to upload those codes?" Peter asked.

"Yes." Curt responded.

"You're sure?" Peter asked.

"Yes I'm sure." Curt assured. "But we need the codes first." Curt said.

"Okay now listen to me carefully! I'm heading for Special Projects; I think I can find the codes for it down there." Peter said. "And not only that, Carlyle!" Peter called. Curt hands the walkie talkie to Carlyle again.

"Peter?" Carlyle responded.

"Harry has a Seismic Bomb in the center of the city; you need to get someone to shut it down! We need to block the Seismic Charge with an electromagnetic field!" Peter explained.

"We have some of those! And some guys who were bomb disposal units." Carlyle explained.

"Then get them to disarm that bomb!" Peter yelled.

"Got it! Want to make a little speech for my men to give them some morale?" Carlyle asked.

"You didn't think we'd miss an infiltration as grand as this did you?" John asked.

"John...it's good to hear your voice again." Peter said, pausing for a second after remembering what happened to Mary Jane and Isabella.

"We are ready to take the fight to them!" John cheered.

"Then we have no reason to delay! Fight now! Fight for those who have fallen!" Peter spoke defiantly. "Take what was taken from us!" Peter said. "For years we have endured the madness that has infected Oscorp. We will be granted the revenge that we deserve for the deaths of those we loved from Oscorp. Tomorrow...Freedom will light the horizons!" Peter spoke powerfully. The soldiers outside of Oscorp Tower cheer with all the hope that they needed. Soldiers drive across the city towards Central Park to find the Seismic bomb hidden there. Peter runs inside of one of the elevators, selecting Special Projects on the underground floor.

* * *

Harry stands on his Glider, his arms spread out. Octavius places his armour plating onto Harry's body. The massive mechanical arms drill the pistons in. His armour lights up green in the gaps between each different plate. His glider's jets belch out green flames.

* * *

Peter pulls out his picture of him and Gwen, kissing Gwen on the picture. "I'll see you soon sweetie." Peter assured, holding it close to his chest.

* * *

Harry's boots drill into his legs and his earpieces attach. He takes his sword from one of the mechanical arms. "Turn me on." Harry ordered, sliding his fingers across the green blade.

* * *

Peter grabs his mask, pulling it down, his large white eyes staring at the door.

* * *

"Okay." Harry snarled. "Mac, kill those Resistance bastards as you please." Harry ordered.

"My pleasure boss...my pleasure." Mac chuckled, looking at the camera screens. Harry floats through the hallway.

"Where are you Peter? Where are you?" Harry yelled.

* * *

The doors open up in the Elevator and Peter walks out, fists clenched tightly. Peter storms through the secret labs, looking around. The doors open up, revealing empty pods, the pods that contained Doctor Octavius' mechanical arms, Vulture's wings and Rhino's suit. Peter walks through, discovering a strange device. Peter places his hand on it. The device glows green. "Welcome home Mr Parker." An automated voice said. A hologram recording of Richard Parker projects before Peter. After many minutes of listening to his Father's recordings about his research...but nothing on the Reviver. Desperate...Peter looks at the final record of his father, only three minutes long, the shortest compared to the others. Peter yells out in anguish, punching the desk in rage. "Why can't you just be helpful for once?" Peter screamed. The hologram of Richard switches to the final one as Peter walks away.

"Peter..." Richard said, the voice causes Peter to freeze. His eyes widened and frozen in that position. He slowly turns to the recording. "I will probably be dead when you find this. And I might know why. If you ever lost anybody, anybody you loved so much. I made the Reviver for you." Richard explained, smiling kindly. Peter gradually walks towards the recording of his father, looking the thin image's eyes. "My dear boy, I wish I could have seen you grow." Richard said, tears escaping from his eyes. The same happens with Peter. "I never wanted to go my son, but I had no choice. If you want the Reviver my son. You can find it in the roof of Oscorp Tower. The code is 09/05/94. Your birthday." Richard explained, smiling. "I don't want you to suffer in your life without somebody for you to love, to have a shoulder to cry on, someone to kiss when you are down. And I know that you will have someone by this moment. And if you ever lost them, the Reviver is my gift to you." Richard explained, rubbing his brow with his elderly fingers.

"Thank you dad." Peter said, rubbing his teary eyes.

"I don't expect forgiveness from you, son. I was never there for you when you met your first girlfriend; I was never there for your eighteenth birthday. And for that I'm truly sorry. But I just want you to know that out of all of my creations...none will be as great...or as special...as you. My dear Peter Parker." Richard said, smiling, tears rolling down his cheek. "I love you Peter, don't ever be afraid to cry, because the people you love most will always be there for you. Even in death, but the person you love the most, you can still save her son, no matter what her death was. Goodbye son. End log." Richard said, the hologram cuts away, leaving the last member of the Parker family left in the room.

"Thank you dad, for everything. And you're right, I can save her. And I will." Peter announced, finally having complete hope, looking at his photograph, smiling. Peter presses the picture close to his heart.

* * *

Peter runs outside towards Octavius' laboratory. He enters, looking around, fists clenched tightly. But the room is completely empty. The sound of pitter patter and grunting inside of a ventilation shaft appears, getting louder and louder. The shaft cover breaks off and Venom crashes onto the ground, snarling in frustration. His Venom head peels back, revealing Eddie. "Why didn't I let Felicia do that?" Eddie groaned.

"I was about to ask." Peter said, confused. The door behind him opens up; Curt looks at them, pushing the gurney in. Peter turns to the Regenerator, pointing at it. "There." Peter demanded. They carefully open the coffin, carrying her skeleton and placing it down in the regenerator. Peter turns, unable to look at Gwen as a skeleton. John walks up to Peter, patting him on the shoulder.

"Hey, it's okay." John assured.

"No, it's not that John...it's." Peter stuttered, trying to tell John about his wife and daughter.

"What?" John asked.

"Mary and Isabella. They're..." Peter stuttered, staggering against the wall. "Harry made me choose. Either let him shoot Mary Jane or inject Isabella with the venom that made me Spiderman, the venom that ravaged Harry. Mary wanted me to say her, so I did. And he shot her." Peter stuttered. John staggers back, in shock from discovering that her wife has been murdered. "But...he then injected Isabella with the venom and I watched her die, I couldn't stop him!" Peter yelled in anger, smashing his fist through the wall in rage. Eddie bows his head in sorrow.

"No..." John exclaimed in horror. "Shit!" John screamed, throwing a table onto the ground in rage. He presses his hands on his head in disbelief. The Regenerator activated, creating a cloud of particles around her skeleton, slowly regenerating her skin. Muscles form along with organs. Forming brand new baby new skin upon it, slowly forming her beautiful body. The sound of a door opening causes them to all turn. Eddie sharply turns, staring straight at Scorpion.

"Well isn't this a surprise?" Scorpion snarled.

"He's mine." Venom snarled, Eddie Brock disappearing behind that snarl. The sharp mechanical tail of Scorpion rises up, glimmering in the sunlight. He raises his fists, ready to fight. Venom roars, sprinting at Scorpion. He tackles Scorpion through the door, throwing him onto the ground. Scorpion drags his sharp tail into the metal. The two stand on a small bridge connecting to the other side of the tower above the Courtyard. Below, Rhino battles against Resistance soldiers, firing missiles at them.

"You think you can get through me?" Scorpion snarled. Venom clenches his hands into fists. "No...I'm just getting started." Scorpion said, sprinting at Venom. He slashes his tail across Venom's chest, punching him over and over in his face. Venom snaps his jaws at him, slashing his claw like hands at him, trying to rip his throat open. Scorpion slams his knee into Venom's chest, throwing him over his shoulder with his entire might. He swings his tail at Venom's head, only to miss. Venom launches webs at Scorpion. He swings his tail at them, severing them into two pieces, walking towards him. Scorpion swings his tail down at Venom, impacting his wrist blocking his face. Suddenly Carlyle tackles Scorpion, yelling in anger. Scorpion slams against the floor. He stares at Carlyle, smashing his elbow into his face, slamming his sharp tail into his leg. Carlyle screams in agony, Scorpion rips his tail out of his thigh. "Stay there!" Scorpion yelled.

"Fuck!" Carlyle cried, crawling towards the next door, where the system control room is, he places his USB against it, trying to hack into it. He looks at the two as they battle. Scorpion looks at his damaged tail tip, crunching his knuckles together. Venom launches a pair of webs onto the ground, using the webs to be a slingshot, slamming against Scorpion, punching him in the face. Scorpion digs his sharp tail into Venom's back. Grabbing Venom by the waist and throwing him. Venom slams onto the ground, looking up at the madman.

"Come on then! Get up!" Scorpion demanded. "You really are giving up now?"

"No." Peter said, slamming his fist against Scorpion's face. Scorpion staggers back towards Venom. Venom turns to see jumping down onto one of the other bridge connections is Carnage. The insane red version of him. Carnage's face peels back, revealing Cletus. Cletus smirks. Venom launches a symbiotic web, swinging towards him. Carnage roars, jumping at Venom. Carnage throws Venom through the windows. Venom bounces across the floor, glass bouncing with him. He looks forward to see Carnage, roaring at him. The two sprint at one another; their fists impact one another with so much strength. Peter grabs Scorpion's extra combat knife, stabbing it into his wrist. Scorpion roars in pain, ripping the knife out, staring at Peter. Peter swings at Scorpion and the psycho grabs him, slamming him against the floor. Peter punches him in the head, rolling on top, pushing both hands down on Scorpion's face. Scorpion throws him over, pushing his sharp tail towards Peter, laughing maniacally. Scorpion kicks Peter in the chest, slamming him against the wall. Peter coughs in pain, staggering back to his feet. Scorpion stands back up. Peter swings at him, but Scorpion cuts his hand with his sharp tail. Peter looks at the crimson blood dripping from his slashed hand.

"You want to see your girlfriend again? You just have to come through me." Scorpion snarled. Peter then remembers something he saw from the crash in the Pave Low, the damaged collar that powered down his suit. Peter sprints at him, jumping over, firing a web and catching it with his other hand, as he falls down the tower. The web wraps round Scorpion's neck. His slams against the hand rail; the web tightens and causes Peter to dangle. A loud crack snaps from the sudden stop. Scorpion yells in pain as his collar becomes damaged, his suit powering down slowly. Still alive as the collar keeps his neck together. He looks forward to see Venom swinging in, dropping down, and slamming his claws through his heart. Scorpion gasps in agony, blood pouring from his lips. His hand drops lifelessly and the suit powers down. Peter groans, climbing back up, breathing heavily. Peter looks at Scorpion's corpse, sighing.

"I wish it didn't have to go down this way." Peter sighed. Venom's head peels away.

"There was no other way." Eddie assured. Peter turns to Carlyle, hacking into the door.

"Carlyle!" Peter yelled, running to him, checking his wound, narrowly missing any major arteries. But he may need a cast on that leg or a pair of walking sticks.

"I'm okay. Get John over here, you need to pass that data onto him. We are gonna override the security in this place." Carlyle assured.

"You're sure you're good?" Peter asked.

"I'm tougher than you think kiddo!" Carlyle chuckled, grunting as he staggers to his feet. Peter nods, running inside of the lab. Carnage has vanished again. Peter walks in, towards John, who is still shocked about the news of Mary and Isabella.

"John?" Peter asked.

"Yeah?" John responded, eyes red with tears flooding.

"Carlyle needs your help; I need to pass the codes in my head to you." Peter said. John silently nods, walking over to a computer. They connect each other to it, the thousands of codes appearing on the screens.

"Okay..." John mumbled, pressing the transfer button, sending the information into John's brain. "It's okay." John said, taking the cable out. John walks away, Peter grabs his arm.

"I am, truly sorry. I wish I didn't make that decision." Peter apologised.

"Don't be Pete; there was nothing you could have done. Just make sure that they didn't die for nothing okay?" John asked.

"I will." Peter said. John nods, walking towards Carlyle. Peter turns to the Regenerator. Curt smiles at Peter. Peter walks over, seeing her regenerated body, her torso and legs covered up to her knees with medical sheets. Her blonde hair looking like it is glowing. Peter's eyes become watery in amazement. "I don't believe it...she looks so peaceful." Peter said, stroking her head.

"Well, I'd hate to interrupt her peace, but we need to get her to the roof." Curt explained.

"Yeah, sorry." Peter agreed. The group start to move, splitting up into two groups, one team uploading the codes to the system, the rest for Gwen.

...


	15. The Reviver

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman so I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter and his team run through the hallways of Oscorp, pushing the gurney carefully through with the brand new regenerated Gwen Stacy on it. One of the soldiers from Carlyle runs with them. "Come on! We need to get to the roof!" Prowler yelled. As they run, the sound of jets catches their attention from behind them. They all turn to see Harry on his glider floating behind them inside. Harry throws a pumpkin bomb at the random soldier, with sharp wing like blades; it stabs into the soldier's collarbone. The soldier gasps in pain, trying to rip it out.

"Rip it out! It's just a flesh wound!" Harry yelled. The bomb detonates inside of him; the explosion creates a pink mist of blood, throwing them all on the ground. The maniacal laughter of Harry echoes through the halls. "That's what I talking about!" Harry cheered. Peter fires a pair of webs at Harry, only to miss as he throws a grenade at a window, launching out of the bridge connecting across the sides of the bridge. Peter growls as he watches Goblin escape.

"Come on! Gwen's fine let's go!" Curt yelled. The elevator opens up. The group enter and the elevator zooms up the glass tube. They can oversee the warzone beneath their feet. Rhino turns, staring at them.

"Hold on!" Peter yelled. Rhino unleashes a cloud of machine gun rounds at the elevator, trying to bring them down. The glass smashes from the impact of each fifty calibre bullet. Curt and Frank hold onto the gurney that holds Gwen safely. Rhino takes a sudden tank shell to the soldier, causing him to turn around, aiming his machine guns at the tanks, unloading at them. Rhino staggers back repeatedly from each impact. Frank looks up to see a damaged radio spire, all it needs is a tank shell to bring it down. And Rhino is right underneath it. Frank pulls his radio out, contacting the tanks.

"All tanks! Aim at that damaged Radio Spire!" Frank ordered. All of the tanks aim their massive turrets straight above Rhino. Rhino looks up as they fire, the spire detaches, plummeting down. He looks straight at the spire as it drops down towards him.

"Oh no..." Aleksei groaned. The spire slams down on the suit, smashing straight down on the horn. The horn breaks off and the suit collapses to its knees. The cockpit opens up at Aleksei staggers out, the spire narrowly missing him. He rips a machine gun out of the leg of the suit for him to use in case. He yells in enjoyment, launching bullet after bullet at the soldiers. A bullet impacts his shoulder, blood sprays out from the impact. He looks straight at the barrel of a tank, dropping his machine gun, scoffing. "Come on then! Do it!" Aleksei demanded arms out. The tank launches a shell straight at him. Aleksei laughs like a madman, vanishing into the multiple explosions. Frank fist pumps.

"Yes!" Frank cheered. "About time that bastard had what was coming to him."

"Two down, many more to go." Prowler said. As the elevator rises up, another villain arrives, gliding straight at them. The winged Vulture lunges at them, swinging his wings at them, missing as they all dodged. Prowler tackles the Vulture out of the elevator, smashing his fist against his face over and over as they fall. Vulture's wings spread out and he glides across the sky, Prowler dangling by his leg, swinging his fist at him over and over again. Vulture glides onto the roof, throwing Prowler on the ground. Prowler rolls on the ground, looking up at Vulture landing before him. Vulture smirks evilly at him. Prowler sprints at Adrian, tackling him, punching him in the face. Vulture grabs Prowler by his hood, slamming his bald head against Prowler's mask. A loud crack occurs as their heads meet. Prowler staggers back, launching a gas canister at Vulture.

* * *

The elevator opens up, the wind howls greatly on the surface of this beautiful building. The Reviver actually visible now on the top of the tower of course. The moon glows in the dark sky, powering the device with lunar light. "My god...there it is." Peter exclaimed, his eyes widened. Peter pulls his mask off, looking at it. Eddie walks up beside Peter.

"Shit...I guess that's the Reviver then huh?" Eddie asked. "So I guess this is it huh?"

"Yeah...this is it." Peter said, looking forward as the villains appear one by one on the tower.

"I need you to promise me something." Eddie said, getting Peter's attention. "If I don't make it...you'll get this done right?"

"We'll get this done Eddie. You and me." Peter said.

"Yeah but...if Carnage...I helped get us this far...and that's gotta count for something right?" Eddie asked. Peter looks at Eddie quizzically.

"Count for what?" Peter inquired.

"I...I don't know. All the bad I've done." Eddie said, talking about his time with Oscorp...as Venom.

"Shut up Eddie! You're a good man." Peter said, looking at him. Eddie sighs in disagreement.

"I'm Venom; I've killed hundreds of people. Is that what a good man does?" Eddie asked.

"Good men mean well...we just don't always end up doing well." Peter stated. Eddie stares at Peter with fiery eyes, as if he was gonna kill him. He then laughs with a big smile, something he hasn't seen Eddie do before.

"Yeah." Eddie said. "Hey...I'm sorry about Gwen man." Eddie said, finally as a friend.

"Don't be...it's not over...not yet. We're getting her back." Peter said. Peter looks forward, the loud cackles of Harry around him. Peter looks at two palm trees before him.

"It's Harry! It's not too late!" Eddie said.

"No turning back now right?" Peter said.

"Let's get Gwen back." Eddie said, his Venom head peeling over. Eddie launches a web, swinging towards Carnage. Peter looks at his picture of him and Gwen one last time, pulling his mask down. Curt walks up beside Peter, looking at the enemy.

"We will see Gwen again. I promise you." Curt said.

"I know." Peter said, now with full hope and faith. Peter looks at Harry, readying his web shooters. "Have you guys got it from here?" Peter asked. "The codes are 09/05/94. Use them to activate the Reviver." Peter said.

"Good luck Peter." Curt said.

"Thanks." Peter said, firing two webs onto the trees, pulling them back. He strains, pulling back so hard the trees start to bend back, forming the ultimate slingshot. Peter yells, releasing his grip, letting physics take course. He launches straight at Harry. "Harry!" Peter screamed. Harry sharply turns, getting tackled off of his Glider by Peter. As they fall, Peter punches Goblin across the face, firing webs onto his chest, kicking him in the chest. Harry grabs Peter by the leg, pulling him down into the ground. The Glider vanishes into the scaffolding, exploding, causing it to fall apart from the impact. The two slam down on the scaffolding. Goblin swings his wrist blades across Peter's chest. Peter yells in agony, bouncing across the sand, his blood drenching the sand that makes the concrete.

* * *

Venom throws Carnage through a window with such force the window explodes ever so dramatically. Carnage drags his fingers into the ground. Staring straight at Venom. "Shall we dance?" Carnage snarled.

"Tango?" Venom hissed.

"How about jazz?" Carnage snarled. The two sprint at one another, swinging at one another.

* * *

Curt slides the gurney that Gwen rests on, connecting the needle like tube onto her chest where her heart is, pumping the serum into her heart. Her fingers twitch as the heart starts to pump again. Her stunning blue eyes open slowly, looking around to see Connors, Prowler and Black cat around her.  
Peter fires webs at Harry, wrapping them round Harry's neck, pulling them back. He presses his leg against the pole that he pulls Harry against. Harry gasps for air, swinging his dagger at Peter's leg, trying to hit him. Peter looks past Harry who he is brutally trying to murder; he sees Uncle Ben stood in front of him. His words echo through him. "Don't let rage control you. Only you can control the rage." Uncle Ben's voice said. Harry yells, swinging his arm round, slicing through the web, throwing Peter against the floor, stamping on his chest.  
Gwen looks at her hand, unable to believe that she is still alive. She looks at Curt, shuddering, scared of him and as she should be since the last time these two met, he killed he father. "You killed my father." Gwen snarled.

"I'm sorry." Curt apologised, his eyes looking down.

"But he saved you, him and Peter." Felicia said.

"Where's Peter?" She immediately asked. Connors turns to talk with Frank, to find that he is gone.

"Frank? Frank?" Curt said, looking around.

* * *

Prowler slashes his sharp fingers across Vulture's face, slicing through the skin. Vulture roars in pain, swinging round, and his wings slicing across Prowler's chest. He walks towards Prowler, pressing his boot against Prowler's throat, staring into his eyes. "A man who hunts for justice gets justice. How ironic." Vulture snarled. Suddenly a Desert Eagle presses against Vulture's head. Vulture looks to his side to see Carlyle.

"Fly away from this." Carlyle snarled pulling the trigger, Vulture quickly dodges the bullet, swinging his fist at him, dodging the bullets whizzing past him. Vulture flies away; his metal wings glisten in the moonlight.

"Thanks..." Prowler groaned, staggering to his feet. "I thought he'd put up more of a fight!" Carlyle chuckled.

"You didn't see him when he knew you were there." Prowler exhaled.

* * *

Harry presses his foot further down on Peter's chest. "It's funny Pete! Your girlfriend always had complete faith in you! Too bad that my men are stopping your friends from returning her to life." Harry snarled.

"You did this Harry! If you had just listened to me!" Peter yelled. Harry laughs.

"The great Spiderman, the man who gives people hope, but you make more monsters than angels!" Harry yelled. "And when I kill you, my friends will put this world into order." Peter jumps at Harry, trying to knock him out. He kicks Peter in the chest, l holding out a strange device...the detonator to the Seismic bomb in the center of the city."We really should stop all this fighting! Or we'll miss the fireworks! It is the grande finale of course!" Harry laughed.

"Harry stop! Please! You'll kill everyone!" Peter begged. Harry laughs, staring into Peter's eyes.  
Soldiers storm towards the center of the city, finding the huge bomb, blowing green and ready to fire. They all place the electromagnet pumps around the bomb, trying to make a field of energy.  
"Three..." Harry whispered, an insane smile on his Goblin like face.

"Please Harry!" Peter screamed.

"Two..." Harry laughed, his thumb approaching the detonator.

"No!" Peter begged.

"One...end of the show..." Harry snarled, pressing the detonator. He awaits the massive explosion...and nothing happens. He looks at the park in confusion. His eyes wide in shock and confusion.

"What were you trying to prove? That deep down...everyone is just as insane as you?" Peter snarled. Harry yells, smashing the detonator in rage."You're alone." Peter snarled.

"And so are you..." Harry growled, standing up, unsheathing his knife, ready to kill Peter. Suddenly bullets impact Harry's shoulder, the Goblin yells in agony, turning around to see the Punisher running at him. Harry removes one of his demented pumpkin bombs and throws the beeping abomination into the Punisher. The explosion throws him off of the scaffolding. The damaged man clambers up, swinging his fists across the face of the Goblin. Harry throws the Punisher over his shoulder, swinging his blade down into Pete's chest. Pete passes out in pain.

* * *

Awakening and passing away over and over. The Punisher and Goblin battle one another, brutally beating one another up. Harry kicks the Punisher in the chest, yelling and laughing maniacally. Peter grabs the knife imbedded in his chest, trying to rip iot out. As intense, fiery pain erupts along with blood, his hand drops down. Knowing that if he rips it out...he'll bleed to death. Peter looks to his left to see a large pole embedded in the ground. Peter aims his web shooter at the pole, launching a web into it, with all of his strength; he attempts to pull the pole from the ground. Trying not to pass out again, he listens to the horrific sounds of fists pounding and cracking against faces and raspy breathing escaping the Punisher's lungs. The pole slowly escapes from where it is lodged, Peter yells, looking straight at Harry, he yells with all his might, sending the pole straight through Harry's chest. Harry gasps in agony, blood spluttering from his mouth. He looks up at Peter, the blade still in his chest. The Punisher lays on the ground unconscious. He grabs one of his pumpkin grenades, weakly. "I...will...not...fail." Harry snarled. Harry's eyes roll back and his hand drops the bomb next to him. The grenade explodes and the scaffolding he was lodged into plummets down into the construction yard below. The scaffolding explodes as it impacts the ground. Peter launches another web, preventing the unconscious Punisher from falling with the Goblin. With his remaining strength, he pulls the injured man to him. Peter drops his hand, wheezing in pain. About to pass out in pain. Punisher coughs in pain, looking over, bloodied and bruised from his clash with Harry. Looking over at the impaled Peter Parker on the ground. His spider suit ripped. "Pete!" He groaned, crawling over to him. "Pete!" He groaned again, Peter's vision blacks out from pain. As his vision returns, he sees that the knife has been removed from his chest and is wrapped with bandages he found from Maintenance boxes. He turns to see Connors walking towards him, still in his Lizard form.

"Is the boy okay?" Curt asked.

"I don't know! I've stopped the bleeding but his body's in shock." Punisher explained. The Lizard walks over, checking the wound.

"We need to get him into the Oscorp medical bay." Curt said. Curt picks the wounded Spiderman up, carrying him towards the fixed area of Oscorp tower. Punisher groans in pain, limping with him.

* * *

Octavius looks over the edge of the building at the sound of an explosion, seeing the life signs of Harry on his wrist pad disappear. He snarls. "Harry Osborn is dead! Retreat!" Octavius ordered, his massive arms climbing away. Kraven turns, sheathing his knife away. A helicopter floats up, allowing the Hunter to climb aboard. He looks around, scowling, Mysterio leaps onboard beside him. Vulture glides through the wind, jumping inside. Vulture looks to his side to see Kingpin inside, his cane in hand.

"Harry Osborn is dead...what now?" Vulture snarled.

"What the boy doesn't understand...is that there is still one more Osborn." Kingpin chuckled.

"Who?" Kraven wondered.

"Norman Osborn..." Kingpin chuckled. The all look at him in confusion. "Did you not think that Richard Parker destroyed his research on the Reviver? No...He hid it. And Octavius has found it." Kingpin explained. The villains laugh evilly at this plan. Carnage kicks Venom in the head, launching a web onto the helicopter, hanging on it as it floats away.

"Bye bye Venom! We'll see each other very soon." Carnage snarled, smiling evilly at him. Octavius stomps past them, jumping inside of another Oscorp helicopter. Eddie watches them escape, growling.

* * *

Peter awakens, raising his hand to see his hand, bruised and cut, but without his suit on. He looks around, Curt Connors leans forward, his lab coat back on and in his original Human form. Felicia sits beside him. Punisher leans against the wall with a cast on his right arm and the Prowler sits on the desk with his mask off. Eddie stands against the door, his spiked up blonde hair showing. "How are you feeling my dear boy?" Curt asked.

"Better." Peter groaned, looking at his chest with his wound healed up. Only leaving a scar. "Harry? Is he?" Peter groaned.

"You got him kid." Punisher chuckled. "He won't be coming back." Peter sighs in relief.

"Well we didn't get all of them. Venom, Carnage Mysterio and more and they are still out there. But we definitely have damaged their organization." Prowler said.

"I know, and we'll get them together." Peter said.

"By your side pal to the very end." Punisher chuckled. Peter looks around at them. Peter looks at Carlyle who walks in, looking at him, not seeing John.

"Where's John?" Peter asked. Carlyle sighs.

* * *

As Carlyle explained what happened, the two run inside of the facility of which they can upload the codes. Carlyle places his laptop down, connecting the cable to the main console to the Oscorp system and John's head. John sits there, injured with a bullet in his rear. The door closes but on the other side Kingpin sprints at the door, firing a bullet at the door from his Cane gun. The bullet simply bounces off on impact. "Okay we're good! We're good!" Carlyle said. He looks up at the console. "What?" He said, looking at the screen to see the text _Lethal Threat _on the screen. He exhales deeply. "John?"

"What?" John asked weakly.

"There's no coming back from this...if we do this...the system will fry your brain, break apart your DNA. It must have been a security measure. Nothing can heal you." Carlyle said. Kingpin pounds against the door in rage.

"Okay gives it to me." John said. Carlyle nods.

"Okay...you just have to press...that button." Carlyle said, pointing at the _Enter _key on the keyboard.

"I'm coming home Mary, Izzy, I'm coming home." John said, pressing the key as the door opens, his body spasms and drops lifelessly. Carlyle looks in shock at the instant and abrupt death of John.

* * *

Carlyle looks at them after finishing his description of what happened to John. "He wanted to be with his wife, but we have uploaded the codes, Oscorp is under our control now." Carlyle explained. Peter sighs in anger, knowing that another man died, he looks up to them.

"Did it work? Did we bring back Gwen?" Peter asked. Punisher, Prowler and Black Cat bow their heads at him, sad and defeated eyes. "No?" He asked, a tear forming. Connors chuckles, the rest also chuckle. They all walk aside and in the doorway. There she is. The stunning and beautiful blonde girl. Her blue eyes look straight at the injured Peter Parker, eyes watery and her body returned to her original young state.

"We'll leave you two alone." Connors said, standing up and walking past her. "Good to have you back Gwen." Curt said, walking out with Punisher, Prowler and Black Cat. Gwen smiles lovingly at Peter. Peter stands up, his eyes glassy in amazement. They run to one another and hold one another tightly. Peter and Gwen share an affectionate kiss with one another. They both look into each other eyes, speechless.

"I can't believe you're here!" Peter said, sniffling in utter happiness.

"I love you Peter." Gwen said. "More than anything, and if we have to disobey my father then so be it." Gwen said. "That's why I risked everything to get to you." Gwen said. They continue to kiss one another.

"And I love you Gwen." Peter said. They both hug one another tightly. Peter looks over her shoulder. Her father looks at him, his ghost. But he is smiling and nodding at him, fading away.

* * *

Peter walks through a graveyard, his Spiderman suit on, his mask in his hand. Gwen walks with him, both holding hands. Gwen's hair blows in the wind elegantly. They both stop at a pair of graves. Peter looks down to see the graves of Aunt May and Uncle Ben next to one another. _A loving couple and parents. _"Hey May. I'm sorry I couldn't be there for you." Peter said. Felicia, Prowler, Punisher, Eddie and Connors are stood behind them, also paying their respects. Gwen leans her head on Peter's shoulder. "And Uncle Ben, I'm sorry that I got distracted. You wouldn't be in this grave if I didn't. I hope you're resting well." Peter said. Peter places a collection of roses down on their graves. "Also, it's from your friendly neighbourhood Spiderman." He said. Gwen places her flowers down on there as well, kissing Peter on the cheek. "Goodbye guys. Thank you for everything." Peter said, he and his friends turn and walk away from their graves. Gwen looks into Peter's eyes.

"Are you okay?" Gwen asked, stroking Peter's cheek.

"It's still hard for me to accept. You may still be here but, I killed you. When my web caught you, it was too much for your neck and I killed you." Peter said.

"Hey, it wasn't your fault. It was Harry's fault. He dropped me and you had no idea that what happened would happen." Gwen explained.

"What was it like? Dying?" Peter asked. Gwen thinks to herself, trying to find an answer.

"Quicker than falling asleep." She said, smiling at Peter. They both share a loving kiss again.

Curt looks out at the beautiful city of New York, at the tall Oscorp Tower, scales formed on his neck. Peter and Gwen walk up to him. "What do you plan on doing now?" Peter asked.

"I don't know. I've made a new name for myself that is certain. I may help this group of ours and finish off the rest Harry's alliance. Nobody else should die from them." Curt said. "But what about you Parker?" Peter looks over at Gwen, Gwen leans her head on Peter's shoulder.

"I'll be in the neighbourhood." Peter said, smiling. Connors chuckles.

"As Spiderman?" Curt asked.

"Yeah." Peter said.

"Well you know where to find us Peter, Gwen. Oscorp Tower will now be our headquarters." Curt said. Curt turns and walks away with Prowler and Felicia. Punisher walks over to Peter.

"Hey Pete." Punisher said.

"Hey Frank." Peter said. "What will you do now?" Peter asked.

"Well, I'm not gonna lie kid. I think I'm gonna stick with you guys. These guys need to be punished after all." Punisher said.

"Remember, if you ever need me, you know where to find us." Peter said. Punisher looks over at Gwen.

"Gwen, you keep that boy in check." He said, chuckling.

"I will." Gwen said, smiling. Punisher kisses her hand like a Gentleman. He shakes Peter's hand.

"I'll see you around Parker." Punisher said. Peter nods at him. The Punisher walks away, joining the team that helped him stop Goblin, and bring Gwen back to life. Gwen turns to Peter.

"What happened after I died?" Gwen asked. Peter breathes in deeply and exhales.

"I was enraged, I wanted to kill Harry. So I left Aunt May and searched for him. Eventually getting me captured and put into Cryosleep for twenty five years." Peter explained.

"Then what?" Gwen asked.

"Black Cat and Punisher got me out. And I still wanted to avenge you. And after a long time, both finding the machine that saved you and Harry, I killed him." Peter explained. "But it wasn't the Harry I knew. It was only the Goblin." Peter explained. Gwen kisses Peter on his lips.

"It's okay, I'm here now, and Harry isn't anymore." Gwen said.

* * *

A few days later, Peter awakens, walking away from his double bed, carefully taking Gwen's hands away from his scarred chest. The three claw marks given to him from Connors many years ago scarred on his chest. Along with the sewed up wound from Harry's knife. He hears the sound of police sirens echo throughout the city. Gwen opens her eyes and looks at Peter. She covers her body with the bed sheets, wrapping her arms round Peter's waist, kissing his neck. "I guess I've got to go." Peter said, sighing. Gwen leans her head against his head.

"I know." Gwen said. They kiss one another and Peter stands up. Gwen remains in their bed, covers shielding her unclothed body. Peter walks out of the bathroom, his Spiderman Suit on. He looks at the beautiful girl, smiling. "Go get 'em tiger." She said. "I love you." Gwen said.

"I love you too." Peter said, pulling his mask down. He launches a web from his web shooter and swings from building to building. As he swings through. Prowler sprints across the rooftops of the buildings with Black Cat. Spiderman lands down next to Punisher and the Lizard Man, fists clenched tightly. They look forward to see Kraven and Carnage roaring, stood on top of a bus. Mysterio looks straight at them, slamming a smoke bomb on the ground. The villains stand across from them. Doc Oc and Vulture enter the stage as well. Black Cat and Prowler arrive beside the group of heroes. Venom arrives, snarling along side them.

"Ha-ha! The Spider has returned!" Carnage yelled, pointing at him. The crowd look at the heroes in amazement. Punisher rips a loudspeaker from an officer's hands.

"Right then! We will give you one warning! I will kindly ask each and every one of you assholes to put your hands up in the air!" Frank yelled.

"Never! We are Oscorp! We will destroy you!" Carnage yelled, slamming his fist against the ground.

"So I guess you want to kill us?" Frank asked.

"Yes!" The all roared. Carnage shrieks at him mightily.

"We'll be right with you!" Frank called, throwing the speaker at the officer.

"No place like home." Peter said, chuckling. Gwen watches the event from their apartment. The group sprints towards the insane psychopaths. Peter launches himself at Carnage like a slingshot by using his web shooters. He swings his fist straight at Carnage's face.

* * *

"Peter...I know things have been difficult lately...and I'm sorry about that." Uncle Ben's recording to Peter said. Peter and Gwen hold one another close, smiling and laughing happily. "I think I know what you're feeling." Ben said. "Ever since you were a little boy...you've been living with so many unresolved things." Ben continued. Peter wraps a beautiful necklace around Gwen's neck, they look into each others eyes, pressing their foreheads against one another. "Well take it from an old man...those things take us down a road." Ben explained. The insane Villains all drag a gurney with a regenerated body of Norman Osborn through the tower to the Reviver. Octavius opens his hands, holding new serums that he made. Created from him that he made by finding Richard Parker's research notes. "They make us who we are." Ben said. The Reviver activates, Norman's body spasms violently as the Reviver activates. "And if anyone's destined for goodness...it's you son. There are always demons in the world, they will take people, but you are the Archangel that removes them." Ben said. The insane men walk around Norman as he awakens. "You owe the world your gifts, you just have to figure out how to use them." Ben said. "And know that whatever happens son, we'll always be here." Ben said. The body of Norman Osborn stops shaking. "So come on home Peter...you're my hero." Ben said. Norman's eyes burst open, his green eyes glow menacingly.

**End of Act 1**


End file.
